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HomeMy WebLinkAboutBack-Up DocumentsHUNTON ANDREWS KURTH Presentation to: City of Miami Stadium Experience December 2018 Aligned with your business Stadium Experience Overview Hunton Andrews Kurth has vast experience representing municipalities, sports authorities, investors, businesses, universities and teams from inception and financing through development and construction of some of the most well-known and highly publicized stadium and sports venue projects for nationally known teams. Some of our firm's key governmental representations are included below. Additional details on these representations are also included in the Representative Transactions section. • Empire State Development. We are currently representing the New York State Urban Development Corporation, d/b/a Empire State Development, in the development of a sports and entertainment destination in Belmont Park, including an arena for the NHL New York Islanders. • Las Vegas Stadium Authority. We recently represented the Clark County Stadium Authority, d/b/a the Las Vegas Stadium Authority, in the development of a stadium to serve as the future home of the Las Vegas Raiders. • Harris County -Houston Sports Authority. Hunton Andrews Kurth has served as sole General Outside Counsel to the Harris County -Houston Sports Authority since its inception in 1997. In addition, we've served as counsel on all major projects for the Authority, including all major stadiums in the Houston area. We also participated extensively in structuring and documenting the complex tax-exempt and taxable bond financings for these projects, advising the Authority on the issuance of bonds secured by hotel occupancy taxes, car rental taxes, rent payments, on -site sales tax rebate revenues, and parking and admissions taxes. • City of Atlanta, Georgia. Our firm has a longstanding relationship with the City of Atlanta and related government entities that dates back more than 25 years. We represent them in all matters related to leasing and public finance, including assisting them with a multitude of stadiums, arenas and other entertainment venues. Our representation as outside general counsel has included providing bond counsel, disclosure counsel and general corporate advice including compliance with corporate formalities, ensuring day-to-day compliance with operating agreements for leased facilities and compliance with state sunshine laws. • Virginia Beach, Virginia. Hunton advised the City of Virginia Beach since its creation in the early 1960s on a wide range of financing and development activities, including complex public -private arrangements to develop a hotel and convention center at the City's oceanfront, to develop the City's central business district and in 2016, advised the City on an 18,500-seat sports arena developed in partnership with a private developer and an international sports marketing and management firm. Additionally, we have extensive experience providing a full range of legal services in connection with the design, development, construction, financing, leasing and operation of stadiums and entertainment venues around the United States. We are well -versed in the primary issues that arise, including: • Lease, construction, development and operational contracts; • Taxable and tax-exempt financing structures; • Provisions barring relocation of the team (including liquidated damage and specific performance clauses); • Interplay of the lease and financing provisions (including the possible assignment of lease rights as security); • Revenue splits, including the effects on the financing structure possibilities; • Allocation of responsibility for maintenance and capital repairs and improvements; • The sale of naming, licensing and advertising rights to the facility and the approval rights of the team, if any, if this occurs after the initial negotiation. HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP I 2 Representative Transactions • Representing the New York State Urban Development Corporation, d/b/a Empire State Development, in the development of a sports and entertainment destination in Belmont Park, which will include an 18,000-seat arena for the New York Islanders National Hockey League franchise, as well as other entertainment events, dining, retail and entertainment uses with a "retail village" adjacent to the proposed arena, a hotel, commercial office space, community space and parking. • Represented the Clark County Stadium Authority, d/b/a the Las Vegas Stadium Authority in the development of a $1.9 billion, 65,000-seat domed stadium to serve as the future home of the Las Vegas Raiders. Our work encompassed all aspects of the financing, development, construction, and leasing of the stadium, including negotiating and drafting all principal project documents between the Authority and the Raiders, the lease, the development agreement, the non -relocation agreement, and the project documents. We also participated in the agreements whereby the University of Las Vegas (UNLV) agreed to play its home football games in the stadium. • Represented the Harris County -Houston Sports Authority in drafting and negotiating the lease and development agreement with Dynamo Stadium, LLC for the construction and operation of BBVA Compass Stadium, the new home stadium for the MIS Houston Dynamo. Also participated in the agreements whereby Texas Southern University agreed to play its home football games in the stadium. • Represented DeKalb County, Georgia in negotiating and documenting incentives for location of the major league soccer headquarters and training facility complex for the Atlanta United FC. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of NRG Stadium (formerly Reliant Stadium), the home stadium for the NFL Houston Texans and RodeoHouston. Drafted and negotiated the principal project documents, including the construction contract, the leases and development agreements, the non -relocation agreement and related agreements with the Houston Texans and RodeoHouston. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Minute Maid Park, the home stadium for the MLB Houston Astros in downtown Houston, Texas. Drafted and negotiated the principal project documents, including the architectural contract, the construction contract, the lease and development agreements, the non -relocation agreement and other related agreements. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Toyota Center, the home facility for the NBA Houston Rockets. Drafted and negotiated the principal project documents, including the lease and development agreements, the non -relocation agreement and related agreements with the Houston Rockets. • Represented the Houston SaberCats, one of seven new Major League Rugby franchises in the United States, in connection with the lease and development of a 3,500-seat stadium and two adjacent practice fields. Negotiated the ground lease and reimbursement agreement with the City of Houston committing the City to fund $3.2 million in infrastructure costs and to lease the land for the facility to the SaberCats for 43 years. • Represented City of Portsmouth, Virginia in the development, financing and leasing of nTelos Wireless Pavilion. • Represented the City of Sugar Land in drafting and negotiating all documents necessary for the development, construction and leasing of a minor league baseball stadium now known as Constellation Field. The stadium was constructed by the City of Sugar Land and leased to the owners of HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP 3 the Sugar Land Skeeters, a minor league baseball team associated with the Atlantic League of Professional Baseball Clubs. • Represented the City of Cedar Park in connection with the design, construction and operation of the Cedar Park Event Center, a special event center developed to house as its primary tenant, the Texas Stars, an AHL minor league ice hockey team affiliated with the Dallas Stars. • Represented the City of Edinburg in connection with the lease and development of a new $85 million, 8,000-seat, first-class indoor arena to be developed to house as its primary tenant the Rio Grande Valley Vipers, a basketball team in the NBA Development League with an affiliation agreement with the NBA Houston Rockets. • Represented Invest Atlanta as special counsel, bond counsel and disclosure counsel in connection with documenting terms related to the development and financing of the new $1.6 billion, 71,000-seat retractable roof Atlanta Falcons stadium, which replaced the Georgia Dome. • Assisted City of Atlanta and Fulton County Recreation Authority with the sale of Turner Field (former stadium for Centennial Olympic Games and Atlanta's professional baseball team), which is undergoing a $300 million transformation that includes a football stadium for Georgia State University. We had previously represented the City in their lease negotiations with the Atlanta Braves for Turner Field, including all subsequent lease amendments and compliance issues. • Represented the City of Atlanta and Fulton County Recreation Authority as bond counsel for the financing for renovations of Atlanta's Philips Arena for Atlanta Hawks in a two -staged financing of $300 million. We previously represented the City in connection with development, leasing and operations of the arena, which included acting as bond and issuer's counsel in negotiating and documenting a double-barreled (tax -backed and contract -backed) revenue bonds for the construction of the arena. • Represented the Harris County -Houston Sports Authority in a $700 million comprehensive debt restructuring that refinanced the debt issued by the Sports Authority to finance the development of Minute Maid Park, NRG Stadium and Toyota Center and resolved two lawsuits brought against the Sports Authority This refinancing required amendments to the leases with the NFL Houston Texans and the NBA Houston Rockets. • Represented Spotsylvania County in its negotiations with the Hagerstown (Maryland) Suns, the Class A affiliate of the MLB Washington Nationals, for a potential new 5,000-seat minor league baseball stadium to which the team could be relocated. • Assisted the Richmond Flying Squirrels in their lease negotiations with the City of Richmond for The Diamond, the club's current ballpark, and are currently representing the club in their negotiation for the construction, development and leasing of a proposed new ballpark. • Represented the City of San Antonio in its preliminary negotiations with the NBA San Antonio Spurs prior to the development of AT&T Center by Bexar County, Texas. • Represented Dallas County in its preliminary negotiations with the NFL Dallas Cowboys for a new stadium to be located in Dallas County before the Cowboys selected a Tarrant County site in Arlington, Texas. • Represented the San Antonio, Texas Independent School District in its preliminary negotiations with the NBA San Antonio Spurs exploring a potential renovation of the school district's Alamo Stadium to house a professional soccer team. • Represented Frisco Stadium LLC, the owner of the MLS Dallas FC, in negotiating with the City of Frisco and the Frisco Community Development Corporation a lease extension and public funding for $39 million in additional capital improvements at Toyota Stadium, a major league soccer stadium in Frisco, Texas. Additionally, represented an owner in connection with the construction of the Soccer Hall of Fame and integrating the same into Toyota Stadium. HUNTON ANDREWS KURTH Huston Andrew; Kurth LLP 4 Why Hunton Andrews Kurth • Sports Stadium Development Experience. Hunton Andrews Kurth is one of the most experienced stadium development law firms with more than 15 stadium leasing and development projects covering a variety of sports including football, baseball, basketball, soccer, rugby and rodeo. • Local Experience/Knowledge. Hunton Andrews Kurth's Miami office was opened almost 20 years ago. The firm has longstanding ties to the Florida business community, and our individual lawyers are highly involved in numerous civic, community service and cultural organizations. The Miami office also has an ongoing involvement in numerous South Florida pro bono and community service projects. • Government Experience. Mark Arnold has been representing governmental entities in stadium development transactions for over 20 years. He has served as General Counsel for Harris County - Houston Sports Authority since its inception in 1997, and has experience with all aspects of stadium development, construction, and operations, with an eye towards protecting the public's interest. • Post -Stadium Opening Experience. Our firm has ongoing experience working through lease interpretation issues, lease amendments and dispute resolution procedures to adjust principal documents to party expectations and to address facility improvements, accommodations for Super Bowl, Final Four and other major events and other unforeseen circumstances such as major debt restructurings. • Special Development and Construction Challenges. We have routinely handled a variety of challenges that emerge during sports venue projects: prevailing wage disputes, diversity and inclusion strategies, construction disputes, owner's representative support, etc. • Budget and Schedule Management. Our lawyers have a proven ability to work within budget and schedule constraints. We recognize the budgetary constraints that entities like the City of Miami face and are willing to explore alternative fee arrangements such as blended billing rates and fixed monthly costs. HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP 1 5 Contacts Mark B. Arnold Partner, Houston 713.220.3938 marnold(Jhuntonak.com Mr. Arnold is co -lead of the firm's P3 practice group and a member of the firm's Executive Committee. His practice is a unique combination of public finance, public -private partnerships and real estate. He has a particular emphasis on the development, construction, leasing, and public and private financing of public projects, specifically sports, recreation and entertainment facility projects. Mr. Arnold is recognized as a leading Real Estate attorney by Chambers & Partners USA and has extensive experience working on large-scale real estate development projects, particularly stadium and mixed -use development projects. He has been actively involved in every major stadium development project in the greater Houston area, including NRG Stadium, Minute Maid Park, Toyota Center and BBVA Compass Stadium. He has also had a hand in several sports stadium developments across the State of Texas. Mark's work on these matters included the negotiation and drafting of all principal project documents, including leases with the teams, architectural and engineering agreements and construction contracts. Outside of Texas, Mark represnted the Las Vegas Stadium Authority in the development of the new Raiders Stadium and is currently representing Empire State Development on the Belmont Park sports and entertainment facility, which will house the NHL team, the New York Islanders. Jonathan Z. Kurry Partner, Miami 305.810.2491 jkurry@huntonak.com Jonathan has more than 25 years of experience assisting clients in the development, financing, leasing, operation and sale of real estate, most notably in the retail and hospitality industries. Jonathan handles a wide range of real estate projects, including structuring complex joint ventures, public -private partnerships and community development districts. His clients include local and national developers, real estate investment trusts, institutional investors, such as pension fund advisors, as well as banks and other lenders. He partners with clients on projects across the United States, Caribbean and South America. Prior to joining the firm, Jonathan served as general counsel to a national real estate development and management firm and family office. He is also a US Coast Guard - licensed captain. Douglass P. Selby Partner, Atlanta 404.888.4207 dselby@huntonak.com Mr. Selby serves as the co -lead for the firm's Public Finance practice group, with more than 20 years of experience serving as bond counsel, disclosure counsel and underwriter's HUNTON ANDREWS KURTH Hunton /;ndievd- I:urth LLP ',b counsel in municipal financing, including representing the Atlanta -Fulton Recreation Authority in its financings for Philips Arena, Invest Atlanta in the financing of the Atlanta Mercedes-Benz Falcons NFL Stadium and Bond Counsel for the Atlanta-Hartsfield Jackson International Airport. Mr. Selby also has experience representing Miami -Dade County, Florida as Disclosure Counsel, Fulton County, Clayton County, and the cities of East Point and Woodstock, Georgia in its sales tax and tax allocation district financings; various other development authorities; and a multijurisdictional authority. He also serves as outside general counsel to several special governmental authorities dealing with lease programs, sunshine laws, and other matters of local government law. He has been recognized among the top 5% of Georgia attorneys since 2007 as a "Bond and Government Finance Super Lawyer," as published in the Atlanta magazine. In addition, he has served as a moderator and speaker for multiple public finance and government law seminars sponsored by the Association of County Commissioners of Georgia, the Georgia Municipal Association, and the Institute of Continuing Legal Education. Mr. Selby served on the Steering Committee for the National Association of Bond Lawyers Workshop from 2008-2010, and on the Fundamentals Workshop in 2011 and 2012. He is a fellow of the American College of Bond Counsel. HUNTON ANDREWS KURTH Hunton Andrews Kurth LLP 1 7 NEWYORK STATE OF OPPORTUNITY., Empire State Development REQUEST FOR PROPOSALS (RFP) TO PROVIDE LEGAL SERVICES RELATED TO THE REDEVELOPMENT OF BELMONT PARK ISSUE DATE: February 12, 2018 PROPOSAL DUE DATE AND TIME: March 7, 2018 12:00 PM EST (Late proposals cannot be accepter➢) IMPORTANT NOTICE: A restricted period under the Procurement Lobbying Law is currently in effect for this Procurement and it will remain in effect until approval of the Contract. Respondents are prohibited from contact related to this procurement with any New York State employee, other than the designated contacts listed below. Please refer to the following for additional information. http://ogs.ny.gov/aboutogs/regulations/advisoryCouncil/StatutoryReferences.html). Designated Contacts for this Procurement: Primary Contact: John F. Discolo Secondary Contact: Ralph Volcy All contacts and inquiries shall be made by email to the following address: belmontlegal@esd.ny.gov This RFP is posted on the Empire State Development website: https://esd.ny.gov/doing-business-ny/requests-proposals TABLE OF CONTENTS I. Introduction II. Overview III. Scope of Work IV. Required Information V. Schedule of Dates VI. Selection Criteria VII. Submission of Proposals VIII. Questions IX. General Provisions X. Procurement Forms and Requirements 1 I. INTRODUCTION The New York State Urban Development Corporation d/b/a Empire State Development ("ESD") is the chief economic development agency of the State of New York (the "State"). The mission of ESD is to promote a vigorous and growing state economy; encourage business investment and job creation; and support diverse, prosperous local economies across the State through the efficient use of loans, grants, tax credits, real estate development, marketing and other forms of assistance. ESD has broad statutory powers, including, the powers to: acquire and dispose of interests in real and personal property; to enter into contracts and other instruments; lend monies take collateral (including mortgages) and to foreclose and execute on such collateral; incur debt and grant interests in collateral (including mortgages); procure insurance; override local laws, codes and regulations; and be exempt from state and local taxation. Additional information about ESD may be found on ESD's website at www.esd.ny.gov. II. OVERVIEW Belmont Park, located in the unincorporated hamlet of Elmont, New York, is one of the major thoroughbred horseracing facilities in the country and has been in active use since 1905. On July 31, 2017 ESD issued a RFP solicitation for the long-term lease of underutilized property located to the south of the existing Belmont Park Racetrack and Grandstand. Proposals were encouraged to consider entertainment, sports, recreation, hospitality, and retail uses and exclude residential development, gaming and horseracing. Three submissions were received. On December 21, 2017 New York Arena Partners LLC ("NYAP")1 was conditionally designated by ESD as developer of the Proposed Project (as defined below), subject to completion of the requisite environmental review, among other conditions. NYAP proposes to construct a sports and entertainment destination (the "Proposed Project") with associated hotel, retail, commercial, and community facilities at Belmont Park. The Proposed Project would likely include: an approximately 18,0000 seat arena for the New York Islanders National Hockey League (NHL) franchise and for other entertainment events; dining, retail, and entertainment uses within a "retail village" adjacent to the proposed arena; a hotel; commercial office space; community space; publicly accessible open space; parking; and up to two pedestrian bridges. For more information on the Proposed Project, visit: https://www.governor.ny.gov/news/governor-cuomo-announces-loth-proposal-2018-state-state- bringing-new-york-islanders-home-world NYAP is a joint venture among: (i) Scott D. Malkin ("Malkin") and other principals of Malkin -affiliated entities; (ii) Sterling Equities; (iii) and a joint venture between The Madison Square Garden Company and Oak View Group, LLC. 2 III. SCOPE OF WORK This Request for Proposals ("REP") seeks a law firm to represent ESD in connection with the Proposed Project. ESD requires legal advice and assistance on matters pertaining to the underlying real estate transactions (expected to be ESD's acquisition of parcels currently owned by the Franchise Oversight Board and then long term net lease of the Property by ESD to NYAP) and matters that may arise in connection with the transaction, including easements, licenses, environmental issues, sports franchise and league issues, signage and advertising, copyrights, insurance matters, construction contracting, construction and takeout financing, retail leasing, community benefit agreements, public security agreements, agreements with government entities regarding mass transit and vehicle transportation, construction related prevailing wages and labor agreements, and similar and related matters. As the Proposed Project has a stadium/arena- dominant component, ESD specifically requires assistance on matters related to stadium/arena development. Firms must have demonstrated expertise in stadium/arena development projects, including stadium/arena leasing, and major mixed use real estate projects. The schedule for the Proposed Project has an anticipated construction start date of the second quarter of 2019, and the respondent must have proven availability to provide its services in the timeframe required. IV. REQUIRED INFORMATION Below is the list of information and documentation required of each respondent. A proposal may be rejected if it does not include the required information and documents. A. Tab 1: Basic Information 1) Provide a description of the law firm's relevant experience. Include a brief description of representative transactions and specify the law firm's role for each. 2) Indicate whether stadium/arena development services have been provided previously to any other state, local or federal entities. If so, list and describe any and all work performed including (a) the date(s) such work was performed and (b) the entity for which such work was performed. 3) The names of the principal partners and other attorneys with stadium/arena development experience who would be responsible for ESD's matters, and a description of the relevant qualifications and experience of each attorney. 4) Identify and provide contact information for the person(s) in the firm who will be ESD's primary point(s) of contact and provide resumes for such person(s). After a selection is made, primary point(s) of contact may not be changed without ESD approval. 3 5) Provide the firm's standard hourly billing rate structure. 6) If the law firm is a State -certified MWBE or SDVOB firm, provide documentation evidencing certification. Law firms that are not certified, but have applied for certification, should provide evidence of filing, including the filing date. 7) A description of the instances, if any, in which the law firm has worked with MWBE or SDVOB law firms on previous transactions by engaging in joint ventures or other partnering or subcontracting arrangements. Responses should include the nature of the engagement, how such arrangement was structured and a description of how the services and fees were allocated. 8) A statement of the law firm's willingness, if any, to engage in future MWBE and SDVOB partnering or mentoring arrangements with either a law firm selected by ESD or one of your choosing and if the latter, a list of co -counsel MWBE and SDVOB law firms with which the law firm is prepared to partner. Such statement should include an explanation of how the law firm would suggest structuring such an arrangement and allocating services and fees between the participating law firms. 9) Respondents must also submit a detailed plan identifying any and all subcontracting opportunities associated with this project, and must explain how Minority and Women - owned Business Enterprise (MWBE) and Service -Disabled Veteran -owned Business (SDVOB) businesses would be utilized. Provide the information in the same order in which it is requested. Information provided in Tab 1 must be limited to 12 pages, in at least 12 point font, with standard margins printed on one-sided 8 1/2 X 11 inch pages, and bound and marked "Tab 1." B. Tab 2: Background Information Background information, such as number of attorneys in the law firm, location of all offices, telephone number and e-mail address of the primary staff personnel who are anticipated to provide services to ESD, firm descriptions/brochures, resumes and organizational charts should be included in a separate "Tab 2." There is no page limit on Tab 2, but brevity is strongly encouraged. C. Tab 3: Required Forms In a separate "Tab 3," all forms listed in Section X of this RFP ("PROCUREMENT FORMS AND REQUIREMENTS") should be included in the same order as listed in that section. 4 V. SCHEDULE OF DATES Release of RFP February 12, 2018 Deadline for Bidders to Submit Questions February 20, 2018 at 12 noon EST Deadline for ESD to Answer Questions February 27, 2018 at 12 noon EST Submission of Proposals March 7, 2018 at 12 noon EST Interviews (if necessary) March 9, and 12 2018 Selection of Successful Bidder Week of March 12, 2018 ESD reserves the right to modify this schedule at its discretion. Notification of changes in connection with this RFP will be made available via ESD's website at http://www.esd.ny.gov/Corporatelnformation/RFPs.html. VI. SELECTION CRITERIA In evaluating proposals submitted pursuant to this request, ESD will consider the following factors: 1) Relevant firm experience in stadium/arena development and the qualifications and experience of the staff proposed to be assigned to the ESD engagement (50%). 2) Relevant firm experience in major mixed use real estate projects and experience of the staff proposed to be assigned to the ESD engagement (15%). 3) Demonstrated commitment of time and resources to ESD or other New York State agencies or other public entities (10%). 4) Overall organization, completeness, and quality of proposal, including cohesiveness, clarity of response and demonstrated understanding of ESD, its mission and activities (20%). 5) Diversity Practices Questionnaire (Exhibit A) (5%). Eligible law firms must have a New York State office. 5 VII. SUBMISSION OF PROPOSALS Proposal submissions must be received by ESD on or before 12 noon on March 7, 2018. The submission should be labeled "Belmont Legal Counsel RFP Response" and mailed to the following address: Empire State Development 633 Third Avenue, 35th Floor New York, NY 10017 Attn: Hector Morel, ESD Procurement Unit Re: Belmont Legal Counsel RFP Response The submission should include seven (7) copies of the information and other items required by this RFP, and one additional copy on disk or flash drive (pdf format preferred). Electronic submissions will not be accepted. VIII. QUESTIONS All questions, comments, requests for clarification or any other communication regarding this RFP must be submitted in writing no later than February 20, 2018 at 12:00 P.M. EST by email to: belmontlegal@esd.ny.gov. Answers will be posted no later than February 27, 2018 at 12:00 P.M. EST via ESD's website: http://esd.ny.gov/Corporatelnformation/RFPs.html. In addition, any changes, additions or deletions to this RFP will also be posted on ESD's website, along with the electronic version of this RFP. Respondents should note that any necessary clarification must be requested by the deadline for questions set forth in the "Schedule of Dates" section in this RFP. Respondents are encouraged to check ESD's website frequently for notices of any clarification of or changes, additions, or deletions to this RFP. It is the responsibility of the Proposer to periodically check the website for any new information or addenda to the RFP. OTHER THAN THE CONTACT WEB ADDRESS IDENTIFIED ABOVE, PROSPECTIVE RESPONDENTS SHALL NOT APPROACH ESD EMPLOYEES DURING THE RESTRICTED RFP PERIOD PROCESS ABOUT ANY MATTERS RELATED TO THIS RFP OR ANY QUALIFICATIONS SUBMITTED PURSUANT THERETO. 6 IX. GENERAL PROVISIONS The issuance of this RFP and the submission of a response by a law firm or the acceptance of such a response by ESD does not obligate ESD in any manner. ESD reserves the right to: 1) amend, modify or withdraw this RFP; 2) revise any requirement of this RFP; 3) waive any requirements of this RFP that are not material; 4) seek clarifications and revisions of responses to this RFP; 5) require supplemental statements or information from any responsible party; 6) accept or reject any or all responses to this RFP; 7) extend the deadline for submission of responses to this RFP or otherwise modify the schedule set forth in this RFP; 8) negotiate potential contract terms (including, among other things, the hourly billing rate structure and its application and MWBE participation) with any respondent to this RFP; 9) engage in discussions with any respondent to this RFP to correct and/or clarify responses; 10) require clarification at any time during the procurement process and/or require correction of responses for the purpose of assuring a full and complete understanding of a respondent's proposal and/or determine a respondent's compliance with the requirements of the solicitation; and 11) cancel, or reissue in whole or in part, this RFP, if ESD determines in its sole discretion that it is its best interest to do so. ESD may exercise the foregoing rights at any time without notice and without liability to any responding law firm or any other party for its expenses incurred in preparation of responses hereto or otherwise. All costs associated with responding to this RFP will be at the sole cost and expense of the responding law firm. All information submitted in response to this RFP is subject to the Freedom of Information Law, which generally mandates the disclosure of documents in the possession of ESD upon the request of any person unless the content of the document falls under a specific exemption to disclosure. In addition, all responses may be discussed at meetings of the ESD Directors, which are subject to the Open Meetings Law. 7 X. PROCUREMENT FORMS AND REQUIREMENTS Additional requirements for this RFP are described below. Relevant forms, where required to be submitted, must be executed and included in the submission in the same order as listed below: 1. State Finance Law Sections 139-j and 139-k forms State Finance Law Sections 139-j and 139-k (collectively, the "Procurement Requirements") apply to this RFP. These Procurement Requirements: (1) govern permissible communications between potential respondents and ESD or other involved governmental entities with respect to this RFP; (2) provide for increased disclosure in the public procurement process through identification of persons or organizations whose function is to influence procurement contracts, public works agreements and real property transactions; and (3) establish sanctions for knowing and willful violations of the provisions of the Procurement Requirements, including disqualification from eligibility for an award of any contract pursuant to this RFP. Compliance with the Procurement Requirements requires that all communications regarding this RFP, from the time of its issuance through final award and execution of any resulting contract (the "Restricted Period"), be conducted only with the designated contact listed below; the completion by respondents of the "Offerer Disclosure of Prior Non -Responsibility Determinations" and the "Offerer's Affirmation of Understanding and Agreement pursuant to State Finance Law§ 139-j(3) and §139-j(6)(b);" and periodic updating of such forms during the term of any contract resulting from this RFP. Respondents must submit the "Offerer Disclosure of Prior Non -Responsibility Determinations" and the "Offerer's Affirmation of Understanding and Agreement pursuant to State Finance Law § 139- j(3) and §139-j(6)(b)" as part of their submittal. Copies of these forms are available at: http://www.esd.ny.gov/Corporatelnformation/Data/RFPs/RequiredForms/SF Law139 JK.pdf. The Procurement Requirements also require ESD staff to obtain and report certain information when contacted by prospective respondents during the Restricted Period, make a determination of the responsibility of respondents and make all such information publicly available in accordance with applicable law. If a prospective respondent is found to have knowingly and willfully violated the State Finance Law provisions, that prospective respondent and its subsidiaries, related or successor entities will be determined to be a non -responsible respondent and will not be awarded any contract issued pursuant to this solicitation. In addition, two such findings of non - responsibility within a four-year period can result in debarment from obtaining any New York State governmental procurement contract. This is not a complete presentation of the provisions of the Procurement Requirements. A copy of State Finance Law Sections 139-j and 139-k can be found at: http://www.esd.ny.gov/Corporatelnformation/Data/RFPs/Required Forms/Perm issibleContactsPoli cy Jan2007.pdf. All potential respondents are solely responsible for full compliance with the Procurement Requirements. Both the prime consultant and any sub -consultants must each complete the forms required above. 8 2. Vendor Responsibility Questionnaire All respondents to this RFP must be "responsible," which in this context means that they must have the requisite financial ability, organizational capacity and legal authority to carry out its obligations under this RFP, and in addition must demonstrate that both the respondent and its principals have and will maintain the level of integrity needed to contract with New York State entities such as ESD. Further, the respondent must show satisfactory performance of all prior government contracts. Accordingly, the contract to be entered into between ESD and the respondent, if any, shall include clauses providing that the respondent remain "responsible" throughout the term of the contract, that ESD may suspend the contract if information is discovered that calls into question the responsibility of the contracting party, and that ESD may terminate the contract based on a determination that the contracting party is non -responsible. On request, model language to this effect will be provided to any respondent to this RFP. To assist in the determination of responsibility, ESD requires that all respondents to this RFP register in the State's Vendor Responsibility System ("Vend -Rep System"). The Vend -Rep System allows business entities to enter and maintain their Vendor Responsibility Questionnaire information in a secure, centralized database. New York State Procurement Law requires that state agencies award contracts only to responsible vendors. Respondents are to file the required Vendor Responsibility Questionnaire online via the Vend -Rep System or may choose to complete and submit a paper questionnaire. Please include a copy of your Vend -Rep submission receipt or paper questionnaire with your proposal. To enroll in and use the Vend -Rep System, see the System Instructions available at www.osc.state.ny.us/vendrep or go directly to the Vend -Rep system online at https://portal.osc.state.ny.us. For direct Vend -Rep System user assistance, the Office of the State Comptroller's Help Desk may be reached at 866-370-4672 or 518-408-4672 or by email at helpdesk@osc.state.ny.us. Respondents opting to file a paper questionnaire can obtain the appropriate questionnaire from the Vend -Rep website (http://www.osc.state.ny.us/vendrep/forms vendor.htm) and execute accordingly pertaining to the company's trade industry. Per the website, respondents are to "Select the questionnaire which best matches the business type (either For -Profit or Not -For - Profit) and business activity (Construction or Other)." 3. Iran Divestment Act Every Proposal made to ESD pursuant to a competitive solicitation must contain the following statement, signed by the respondent on company letterhead and affirmed as true under penalty of perjury: "By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that 9 each bidder is not on the list created pursuant to paragraph (b) of subdivision 3 of section 165-a of the State Finance Law." The list in question is maintained by the Office of General Services. For further information and to view this list please go to: http://www.ogs.ny.gov/about/regs/ida.asp. 4. Non -Discrimination and Contractor and Supplier Diversity Requirements Contractor Requirements and Procedures for Business Participation Opportunities for New York State Certified Minority- and Women -Owned Business Enterprises and Equal Employment Opportunities for Minority Group Members and Women NEW YORK STATE LAW Pursuant to New York State Executive Law Article 15-A and 5 NYCRR §§140-145, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified MWBEs and the employment of minority group members and women in the performance of ESD contracts. Business Participation Opportunities for MWBEs Business Participation Opportunities for MWBEs For purposes of this solicitation, ESD hereby establishes an overall goal of 30% for MWBE participation, 15% for New York State -certified Minority -owned Business Enterprise ("MBE") participation and 15% for New York State -certified Women -owned Business Enterprise ("WBE") participation (based on the current availability of MBEs and WBEs). A contractor ("Contractor") on any contract resulting from this procurement ("Contract") must document its good faith efforts to provide meaningful participation by MWBEs as subcontractors and suppliers in the performance of the Contract. To that end, by submitting a response to this RFP, the respondent agrees that ESD may withhold payment pursuant to any Contract awarded as a result of this RFP pending receipt of the required MWBE documentation. The directory of MWBEs can be viewed at: https://ny.newnycontracts.com. For guidance on how ESD will evaluate a Contractor's "good faith efforts," refer to 5 NYCRR § 142.8. The respondent understands that only sums paid to MWBEs for the performance of a commercially useful function, as that term is defined in 5 NYCRR § 140.1, may be applied towards the achievement of the applicable MWBE participation goal. The portion of a contract with an MWBE serving as a broker that shall be deemed to represent the commercially useful function performed by the MWBE shall be 25 percent of the total value of the contract. In accordance with 5 NYCRR § 142.13, the respondent further acknowledges that if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in a 10 Contract resulting from this RFP, such finding constitutes a breach of contract and ESD may withhold payment as liquidated damages. Such liquidated damages shall be calculated as an amount equaling the difference between: (1) all sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and (2) all sums actually paid to MWBEs for work performed or materials supplied under the Contract. By submitting a bid or proposal, a respondent agrees to demonstrate its good faith efforts to achieve the applicable MWBE participation goals by submitting evidence thereof through the New York State Contract System ("NYSCS"), which can be viewed at https://ny.newnycontracts.com, provided, however, that a respondent may arrange to provide such evidence via a non -electronic method by contacting the Office of Contractor and Supplier Diversity ("OCSD") at OCSD(a esd.ny.gov. . Additionally, a respondent will be required to submit the following documents and information as evidence of compliance with the foregoing: A. An MWBE Utilization Plan with their bid or proposal. Any modifications or changes to an accepted MWBE Utilization Plan after the Contract award and during the term of the Contract must be reported on a revised MWBE Utilization Plan and submitted to ESD for review and approval. ESD will review the submitted MWBE Utilization Plan and advise the respondent of ESD acceptance or issue a notice of deficiency within 30 days of receipt. B. If a notice of deficiency is issued, the respondent will be required to respond to the notice of deficiency within seven (7) business days of receipt by submitting to OCSD at OCSD@esd.ny.gov, a written remedy in response to the notice of deficiency. If the written remedy that is submitted is not timely or is found by ESD to be inadequate, ESD shall notify the respondent and direct the respondent to submit, within five (5) business days, a request for a partial or total waiver of MWBE participation goals. Failure to file the waiver form in a timely manner may be grounds for disqualification of the bid or proposal. ESD may disqualify a respondent as being non -responsive under the following circumstances: a) If a respondent fails to submit an MWBE Utilization Plan; b) If a respondent fails to submit a written remedy to a notice of deficiency; c) If a respondent fails to submit a request for waiver; or d) If ESD determines that the respondent has failed to document good faith efforts. The successful respondent will be required to attempt to utilize, in good faith, any MBE or WBE identified within its MWBE Utilization Plan, during the performance of the Contract. Requests for a partial or total waiver of established goal requirements made subsequent to Contract Award may be made at any time during the term of the Contract to ESD, but must be made no later than prior to the submission of a request for final payment on the Contract. 11 The successful respondent will be required to submit a quarterly MWBE Contractor Compliance & Payment Report to ESD, by the 10th day following each end of quarter over the term of the Contract documenting the progress made toward achievement of the MWBE goals of the Contract. ESD encourages MWBE law firms to respond to this solicitation and to provide such documentation necessary to establish their status as such. ESD also encourages law firms that may be eligible for MWBE certification to respond to this solicitation. ESD will strongly consider qualifying proposals from MWBE law firms in response to this solicitation. Law firms responding to this solicitation that are not MWBE-certified are strongly encouraged to consider partnering, or other joint venture arrangements, with other certified MWBE law firms in order to give MWBE law firms the opportunity to participate in the legal services performed under contracts to be awarded to pre -qualified legal counsel by ESD. General inquiries or questions relating to the aforementioned policies, MWBE participation, and the goals specified herein may be addressed to the Office of Contractor and Supplier Diversity ("OCSD") at OCSD@esd.ny.Rov. Equal Employment Opportunity Requirements By submission of a bid or proposal in response to this solicitation, the respondent agrees with all of the terms and conditions SCHEDULE B - PARTICIPATION BY MINORITY AND WOMEN -OWNED BUSINESS ENTERPRISES: REQUIREMENTS AND PROCEDURES. The respondent is required to ensure that it and any subcontractors awarded a subcontract for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work"), except where the Work is for the beneficial use of the respondent, undertake or continue programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, equal opportunity shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, termination, and rates of pay or other forms of compensation. This requirement does not apply to: (i) work, goods, or services unrelated to the Contract; or (ii) employment outside New York State. The respondent will be required to submit a Minority and Women -owned Business Enterprise and Equal Employment Opportunity Policy Statement, OCSD-1, to ESD with its bid or proposal. If awarded a Contract, respondent shall submit a Workforce Utilization Report and shall require each of its Subcontractors to submit a Workforce Utilization Report, in such format as shall be required by ESD on a quarterly basis during the term of the Contract. 12 Further, pursuant to Article 15 of the Executive Law (the "Human Rights Law"), all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor and sub- contractors will not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. Please Note: Failure to comply with the foregoing requirements may result in a finding of non - responsiveness, non -responsibility and/or a breach of the Contract, leading to the withholding of funds, suspension or termination of the Contract or such other actions or enforcement proceedings as allowed by the Contract. The required forms can be found at the following web addresses: Form OCSD-1: http://esd.ny.gov/Corporatelnformation/Data/RFPs/OCSD 1MWBEEEOPolicyStatement.pdf Form OCSD-2: http://esd.ny.gov/Corporatelnformation/Data/RFPs/OCSD 2StaffingPlan.pdf Form OCSD-3: http://esd.ny.gov/Corporatelnformation/Data/RFPs/OCSD WorkforceUtilizationReport.xlsx Form OCSD-4: http://esd.ny.gov/Corporatelnformation/Data/RFPs/OCSD 4MWBEUtilizationPlan.pdf In the event that the above links are unavailable or inactive, the forms may also be requested from OCSD at OCSD@esd.ny.gov. Diversity Practices ESD has determined, pursuant to New York State Executive Law Article 15-A, that the assessment of the diversity practices of Bidders is practical, feasible, and appropriate. Accordingly, Bidders shall be required to include as part of their response to this procurement the Diversity Practices Questionnaire (See Exhibit A). 5. Service -Disabled Veteran -Owned Businesses PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE -DISABLED VETERAN OWNED BUSINESSES Article 17-B of the New York State Executive Law provides for more meaningful participation in public procurement by certified Service -Disabled Veteran -Owned Businesses ("SDVOB"), thereby further integrating such businesses into New York State's economy. ESD recognizes the need to promote the employment of service -disabled veterans and to ensure that certified service - disabled veteran -owned businesses have opportunities for maximum feasible participation in the performance of ESD contracts. 13 In recognition of the service and sacrifices made by service -disabled veterans and in recognition of their economic activity in doing business in New York State, Bidders are expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as proteges, or in other partnering or supporting roles. Contract Goals A. ESD hereby establishes an overall goal of 6% for SDVOB participation, based on the current availability of qualified SDVOBs. For purposes of providing meaningful participation by SDVOBs, the Bidder/Contractor should reference the directory of New York State Certified SDVOBs found at: http://ogs.ny.gov/Core/docs/CertifiedNYS_SDVOB.pdf. Questions regarding compliance with SDVOB participation goals should be directed to the Designated Contacts. Additionally, following Contract execution, Contractor is encouraged to contact the Office of General Services' Division of Service -Disabled Veterans' Business Development at 518-474-2015 or VeteransDevelopment@ogs.ny.gov to discuss additional methods of maximizing participation by SDVOBs on the Contract. B. Contractor must document "good faith efforts" to provide meaningful participation by SDVOBs as subcontractors or suppliers in the performance of the Contract. SDVOB Utilization Plan A. In accordance with 9 NYCRR § 252.2(i), Bidders are required to submit a completed SDVOB Utilization Plan on Form OCSD-4 with their bid. B. The Utilization Plan shall list the SDVOBs that the Bidder intends to use to perform the Contract, a description of the work that the Bidder intends the SDVOB to perform to meet the goals on the Contract, the estimated dollar amounts to be paid to an SDVOB, or, if not known, an estimate of the percentage of Contract work the SDVOB will perform. By signing the Utilization Plan, the Bidder acknowledges that making false representations or providing information that shows a lack of good faith as part of, or in conjunction with, the submission of a Utilization Plan is prohibited by law and may result in penalties including, but not limited to, termination of a contract for cause, loss of eligibility to submit future bids, and/or withholding of payments. Any modifications or changes to the agreed participation by SDVOBs after the Contract award and during the term of the Contract must be reported on a revised SDVOB Utilization Plan and submitted to ESD. C. ESD will review the submitted SDVOB Utilization Plan and advise the Bidder/Contractor of ESD acceptance or issue a notice of deficiency within 20 days of receipt. D. If a notice of deficiency is issued, Bidder/Contractor agrees that it shall respond to the notice of deficiency, within seven business days of receipt, by submitting to ESD a written remedy in response to the notice of deficiency. If the written remedy that is submitted is not timely or is found by ESD to be inadequate, ESD shall notify the Bidder/Contractor and direct the Bidder/Contractor to submit, within five business days of notification by ESD, a request for a partial or total waiver of SDVOB participation goals on OCSD-5. Failure to file the waiver form in a timely manner may be grounds for disqualification of the bid or proposal. 14 E. ESD may disqualify a Bidder's bid or proposal as being non -responsive under the following circumstances: (a) If a Bidder fails to submit an SDVOB Utilization Plan; (b) If a Bidder fails to submit a written remedy to a notice of deficiency; (c) If a Bidder fails to submit a request for waiver; or (d) If ESD determines that the Bidder has failed to document good faith efforts. F. If awarded a Contract, Contractor certifies that it will follow the submitted SDVOB Utilization Plan for the performance of SDVOBs on the Contract pursuant to the prescribed SDVOB contract goals set forth above. G. Contractor further agrees that a failure to use SDVOBs as agreed in the Utilization Plan shall constitute a material breach of the terms of the Contract. Upon the occurrence of such a material breach, ESD shall be entitled to any remedy provided herein, including but not limited to, a finding of Contractor non -responsibility. Request for Waiver A. Prior to submission of a request for a partial or total waiver, Bidder/Contractor shall speak to the Designated Contacts at ESD for guidance. B. In accordance with 9 NYCRR § 252.2(m), a Bidder/Contractor that is able to document good faith efforts to meet the goal requirements, as set forth in clause IV below, may submit a request for a partial or total waiver on Form OCSD-5, accompanied by supporting documentation. A Bidder may submit the request for waiver at the same time it submits its SDVOB Utilization Plan. If a request for waiver is submitted with the SDVOB Utilization Plan and is not accepted by ESD at that time, the provisions of clauses II (C), (D) & (E) will apply. If the documentation included with the Bidder's/Contractor's waiver request is complete, ESD shall evaluate the request and issue a written notice of acceptance or denial within 20 days of receipt. C. Contractor shall attempt to utilize, in good faith, the SDVOBs identified within its SDVOB Utilization Plan, during the performance of the Contract. Requests for a partial or total waiver of established goal requirements made subsequent to Contract award may be made at any time during the term of the Contract to ESD, but must be made no later than prior to the submission of a request for final payment on the Contract. D. If ESD, upon review of the SDVOB Utilization Plan and Monthly SDVOB Compliance Report (OCSD-6) determines that Contractor is failing or refusing to comply with the contract goals and no waiver has been issued in regards to such non-compliance, ESD may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency within seven business days of receipt. Such response may include a request for partial or total waiver of SDVOB contract goals. Waiver requests should be sent to ESD. 15 Required Good Faith Efforts In accordance with 9 NYCRR § 252.2(n), Contractors must document their good faith efforts toward utilizing SDVOBs on the Contract. Evidence of required good faith efforts shall include, but not be limited to, the following: (1) Copies of solicitations to SDVOBs and any responses thereto. (2) Explanation of the specific reasons each SDVOB that responded to Bidders/Contractors' solicitation was not selected. (3) Dates of any pre -bid, pre -award or other meetings attended by Contractor, if any, scheduled by ESD with certified SDVOBs whom ESD determined were capable of fulfilling the SDVOB goals set in the Contract. (4) Information describing the specific steps undertaken to reasonably structure the Contract scope of work for the purpose of subcontracting with, or obtaining supplies from, certified SDVOBs. (5) Other information deemed relevant to the waiver request. Monthly SDVOB Contractor Compliance Report In accordance with 9 NYCRR § 252.2(q), Contractor is required to report Monthly SDVOB Contractor Compliance to ESD during the term of the Contract for the preceding month's activity, documenting progress made towards achieving the Contract SDVOB goals. This information must be submitted using form OCSd-6 available on the ESD website and should be completed by the Contractor and submitted to ESD, by the 10th day of each month during the term of the Contract, for the preceding month's activity to: OCSD@esd.ny.gov. Breach of Contract and Damages In accordance with 9 NYCRR § 252.2(s), any Contractor found to have willfully and intentionally failed to comply with the SDVOB participation goals set forth in the Contract, shall be found to have breached the contract and Contractor shall pay damages as set forth therein. ALL FORMS ARE AVAILABLE AT http://ogs.nv.gov/Core/SDVOBA.asp ESD encourages SDVOB law firms to respond to this solicitation and to provide such documentation necessary to establish their status as such. ESD also encourages law firms that may be eligible for SDVOB certification to apply for certification to the Division. ESD will strongly consider qualifying proposals from SDVOB law firms in response to this solicitation. Law firms responding to this solicitation that are not SDVOB-certified are strongly encouraged to consider partnering, or other joint venture arrangements, with other certified SDVOB law firms in 16 order to give SDVOB law firms the opportunity to participate in the legal services performed under contracts to be awarded to pre -qualified legal counsel by ESD. General inquiries or questions relating to the aforementioned policies, SDVOB participation, and the goals specified herein may be addressed to OCSD at OCSD@esd.ny.gov. 6. Encouraging the Use of NYS Businesses in Contract Performance Form New York State businesses have a substantial presence in State contracts and strongly contribute to the economies of the state and the nation. In recognition of their economic activity and leadership in doing business in New York State, bidders/proposers for this ESD contract for commodities, services or technology are strongly encouraged and expected to consider New York State businesses in the fulfillment of the requirements of the contract. In order for ESD to assess the use of New York State businesses in each Proposal, ESD requests that each respondent complete the Encouraging Use of New York State Businesses in Contract Performance form, accessible here: http://esd.ny.gov/Corporatelnformation/Data/ENCOURAGINGUSEOFNEWYORKSTATEBUSINESSESI NCONTRACTPERFORMANCE.pdf. 7. Certification under State Tax Law Section 5-a Any contract resulting from this solicitation is also subject to the requirements of State Tax Law Section 5-a ("STL 5-a"). STL 5-a prohibits ESD from approving any such contract with any entity if that entity or any of its affiliates, subcontractors or affiliates of any subcontractor makes sales within New York State of tangible personal property or taxable services having a value over $300,000 and is not registered for sales and compensating use tax purposes. To comply with STL 5-a, all respondents to this solicitation must include in their Proposals a properly completed Form ST-220-CA (http://www.tax.ny.gov/pdf/current forms/st/st220ca fill in.pdf), or an affidavit (http://esd.ny.gov/Corporatelnformation/Data/RFPs/RequiredForms/STL 5A Affidavit.pdf) that the respondent is not required to be registered with the State Department of Taxation and Finance. Also in accordance with the requirements of STL 5-a, any contract resulting from this solicitation will require periodic updating of the certifications contained in Form ST-220-CA. Solicitation responses that do not include a properly completed ST-220-CA will be considered incomplete and non -responsive and will not be considered for contract award. Only the prime consultant completes Form ST 220-CA, but Schedule A to Form ST 220-CA requires detailed information from the sub -consultants, such as tax ID number, etc., if applicable. Moreover, if applicable, certificates of authority must be attached by the prime consultant and all the sub -consultants. 8. Schedule A Following final selection of a respondent, ESD will prepare a contract defining all project terms and conditions and the respondent's responsibilities in conformance with "Schedule A," which can be found at: https://esd.ny.gov/sites/default/files/ScheduleA_LawFirms 0.pdf Respondents should review these terms, which are standard in all ESD contracts, and raise any concerns present prior to submission of their Proposal, as respondents will need to accept these terms as a condition to contract execution. 17 9. Project Sunlight (for review only — no submission requirement) This procurement is subject to the Public Integrity Reform Act of 2011. Under the Public Integrity Reform Act of 2011, "appearances" (broadly defined as any substantive in -person meetings or video conferences that are meant to have an impact on the decision -making process of a State entity) before a public benefit corporation such as ESD by a person (also broadly defined) for the purposes of procuring a state contract for real property (as contemplated in this RFP) must be reported by ESD to a database maintained by the State Office of General Services that is available to members of the public. If in doubt as to the applicability of Project Sunlight, respondents and their advisors should consult the Laws of 2011, Ch. 399 for guidance. 10. W-9 FORM Provide a completed W-9 form (https://www.irs.gov/pub/irs-pdf/fw9.pdf), submit with proposal. 18 Hunton Andrews Kurth LLP - Notice to Proceed Page 2 April 23, 2018 Mr. Mark B. Arnold Hunton Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, TX 77002 RE: Notice to Proceed — Legal Services related to the redevelopment of Belmont Park Dear Mr. Arnold, The Urban Development Corporation d/b/a Empire State Development (the "Corporation" or "ESD") wishes to retain Hunton Andrews Kurth LLP (the "Firm") to provide legal services related to the redevelopment of Belmont Park. In anticipation of ESD and the Firm entering into a contract for this work, with an anticipated not to exceed amount of one million dollars ($1,000,000), this Notice to Proceed authorizes the Firm to commence the requested services on the terms set forth herein. Mr. Mark Arnold will have the principle responsibility for supervising the legal advice and assistance on matters pertaining to the redevelopment of Belmont Park and assuring work is submitted on -time and in a fashion acceptable to ESD. Total compensation under this Notice to Proceed shall not exceed two hundred thousand dollars ($200,000). The terms and conditions set forth in the annexed Scheduled A, "Conditions Applicable to the Corporation's Agreements Retainer Agreements with Law Firms" are incorporated in, and made part of this Notice to Proceed. The billing rates set forth in the Firm's proposal dated March 7, 2018 attached to this Notice to Proceed, shall control. Please note that Schedules B and B-1 are attached to this Notice to Proceed, The Firm will make good faith efforts to meet the participation goals stated in each schedule. Schedule B should be returned with your executed copy of this letter. Additionally, OCSD-4 must be completed and submitted to the Corporation within ten (10) days of the execution of this Notice to Proceed. The Firm will submit monthly invoices, which shall describe in detail the services and goods rendered with respect to each item and an itemization of disbursements for which reimbursement is requested together with such other documentation as ESD may require. Billings should be submitted to ESD, attention of Ms. Laura Rogers, Associate Counsel at ESD's address listed above. ESD will reimburse the Firm for its reasonable out-of-pocket Hunton Andrews Kurth LLP - Notice to Proceed Page 2 disbursements Incurred In connection with the services rendered by it hereunder in accordance with Schedule A. Reimbursable expenses shallbe billed currently (following month) or billed along with the invoice for services rendered. This Notice to Proceed may be cancelled at will by either party. In the event of cancellation, the Firm shall be compensatedassetforth above for services rendered through the date of termination. In no event shall the term of this Notice to Proceed extend past December 31, 2018. If the foregoing is acceptable to you, please so Indicate by signing In the space below and returning it to ESD, attention Laura Rogers, Associate Counsel. Attachments: Schedule A Schedule B Schedule B-1 OCSD-4 Firm's proposal, dated March 7, 2018 By: Kevin Younis Chief Operatl fficer, ESD Cc: Elizabeth r e, General Counsel, ESD AGREED H u nto By: Mark B. Arnold Parnter P; RO Very truly yours, EMPIRE STATE DEVELOPM Elaine A. Kloss Chief Financial Officer, ESD Date: 4i/le REVISED MARCH 2018 SCHEDULE A CONDITIONS APPLICABLE TO THE CORPORATION'S RETAINER AGREEMENTS WITH LAW FIRMS ARTICLE 1 RELATION OF FIRM TO THE CORPORATION 1.1 DEFINITIONS. "Corporation" as used herein shall mean the New York State Urban Development Corporation d/b/a Empire State Development ("ESD") unless the retainer agreement ("Agreement") of which this Schedule A forms a part has been entered into by a subsidiary corporation of ESD or an affiliated entity, in which case the "Corporation" shall mean such subsidiary corporation or affiliate. "Firm" as used herein shall mean the lawyer or law firm executing the Agreement and/or short form contract to which this Schedule A applies. 1.2 SUPERVISION BY THE CORPORATION. The services to be performed by the Firm under this Agreement shall be subject to the general supervision and direction of the Corporation provided that neither the Corporation's exercise nor failure to exercise such supervision and direction shall relieve the Firm of any of its obligations or responsibilities for its acts or failure to act in regard to this Agreement. 1.3 CONSULTANT'S PERSONNEL. The Firm shall designate in writing to the Corporation one individual, satisfactory to the Corporation, who shall be responsible for coordinating all of the services to be rendered by the Firm and who shall be the Corporation's normal point of contact with the Firm on matters relating to such services. Such individual shall be replaced upon the Corporation's written request. 1.4 APPROVAL OF SUBCONTRACTORS. (a) The Firm shall not employ, contract with or use the services of any consultant, special contractors, or other third parties (collectively "Subcontractor") in connection with the performance of its obligations under this Agreement without the prior written consent of the Corporation. The Firm shall inform the Corporation in writing of the name, proposed service to be rendered, and compensation of the Subcontractor, and of any interest the Firm may have in the proposed Subcontractor. Approval shall not be unreasonably withheld upon receipt of written request to subcontract. (b) If the Firm determines to subcontract a portion of the services, the Subcontractor must be clearly identified and the nature and extent of the Subcontractor's involvement in and/or proposed performance under the contract must be fully explained by the Firm to the Corporation. The Firm shall only use Subcontractors who (1) have the financial and organizational capacity to perform the assigned work; (2) have the legal authority to perform the assigned work; (3) demonstrate integrity; and (4) have performed satisfactorily on previous contracts, whether for private or governmental clients. (c) The Firm will retain ultimate responsibility for all services performed under the Agreement. (d) Unless waived in writing by the Corporation, all subcontracts between the Firm and Subcontractors shall expressly name the Corporation as the sole intended third party beneficiary of such subcontract. The Corporation reserves the right to review and approve or reject any subcontract, as well as any amendment to said subcontract(s), and this right shall not make the Corporation a party to any subcontract or create any right, claim or interest in the Subcontractor or proposed Subcontractor against the Corporation. (e) The Firm shall give the Corporation immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor or which may affect the performance of the Firm's duties under the Agreement. Any subcontract shall not relieve the Firm in any way of any responsibility, duty and/or obligation under the Agreement with the Corporation. 1.5 CONFLICT OF INTEREST. The Firm represents and warrants that: (a) The Firm has not now, and will not acquire, any interest, direct or indirect, present or prospective, in the project to which the Firm's work relates or the real estate which is the subject of the project, or in the immediate vicinity thereof and has not employed and will not knowingly employ in connection with work to be performed hereunder, any person or entity having any such interest during the term of this Agreement. (b) No officer, employee, agent or director of the Corporation shall be permitted by the Firm to share in any benefit to arise from the Firm's work. (c) The Firm shall not permit any officer, employee, agent or director of the Corporation to participate in any decision relating to this Agreement which affects the personal interest of the aforementioned individuals or the interests of any corporation, partnership, or association in which those individuals are directly or indirectly interested; nor shall any officer, agent, director or employee of the Corporation be permitted by the Firm to have any interest, direct or indirect, in this Agreement. (d) The fulfillment of obligations by the Firm, as set forth in this Agreement and including any subcontracting arrangements, does not and will not (i) violate any existing contracts or agreements between the Firm and any State agency or authority; (ii) create any conflict of interest with any current role or responsibility that the Firm has with regard to any existing contracts or agreements between the Firm and any State agency or authority; or (iii) compromise the Firm's ability to carry out its obligations under any existing contracts between the Corporation and any State agency or authority. 2 (e) The fulfillment of any other contractual obligations that the Firm has with any State agency or authority will not affect or influence its ability to perform under this Agreement with the Corporation. (f) The Firm has not and shall not offer to any employee, member or director of the Corporation any gift, whether in the form of money, service, loan, travel, entertainment, hospitality, thing or promise, or in any other form, under circumstances in which it could reasonably be inferred that the gift was intended to or could reasonably be expected to influence said employee, member or director in the performance of his or her official duty or was intended as a reward for any official action on the part of said employee, member or director. (g) If any conflict(s) as described in paragraphs (a) through (e) above arises during the term of this Agreement, the Firm shall provide written notice to the Corporation as soon as practicable. The Firm will use good faith efforts to work with the Corporation to prevent or mitigate any such conflicts. (h) The Firm shall cause, for the benefit of the Corporation, every contract or agreement with any Subcontractor to include the representations contained in subsections (a), (b), (c), (d), (e) and (f) of this Section 1.5. The Firm will take such action in enforcing such provisions as the Corporation may direct, or, at its option, assign such rights as it may have to the Corporation for enforcement by the Corporation. 1.6 THE CORPORATION'S REPRESENTATIVE. The Corporation will designate an individual who will serve as the Corporation's Representative and normal point of contact for the Firm in regard to this Agreement and the Firm's services and obligations hereunder. The Corporation may from time to time change this designation by written notification to the Firm. ARTICLE 2 DOCUMENTS AND RECORDS 2.1 MAINTENANCE OF RECORDS. The Firm shall, and shall require any and all Subcontractors to, until six (6) years after completion of services hereunder or termination of this Agreement by Corporation, maintain (a) the original books, documents, materials and other records created or collected in the course of Firm's (and Subcontractor's) performance of its (their) obligations under this Agreement (and any subconsulting agreement), and indexes of the same; (b) unless waived or modified in writing by the Corporation, complete and correct records of time spent by Firm (and Subcontractor) in the performance of its obligations under this Agreement (and any subconsulting agreement); and (c) if Firm is being reimbursed for out-of- pocket expenses, complete and correct books and records relating to all out-of-pocket expenses incurred under this Agreement (and any subcontract), including, without limitation, accurate cost and accounting records specifically identifying the costs incurred by Firm (and Subcontractors) in performing such obligations. Said time records shall specify the dates and numbers of hours or portions thereof spent by Firm (and Subcontractor) in performing its obligations hereunder (or 3 under any subcontract). Firm (and Sub consultant) shall make such books, records and indexes available to the Corporation, the State of New York, any other governmental entity having an interest in the performance of services under this Agreement (or any subconsulting agreement) and any of their authorized representatives for review and audit at all such reasonable times as the Corporation or any such other entity may from time to time request. Firm shall submit duplicate copies of time records and substantiation of out-of-pocket expenses at the time of submission of Firm invoices in accordance with this Agreement. This Article shall survive the expiration or earlier termination of this Agreement. ARTICLE 3 TERMINATION 3.1 OPTIONAL TERMINATION BY THE CORPORATION. The Corporation at any time, in its sole discretion, may terminate this Agreement or postpone, or delay all or any part of the Agreement upon written notice to the Firm. In the event of such termination, postponement or delay, the Corporation shall pay the Firm for professional time and out-of-pocket expenses incurred by Firm to the date notice of such action is received by Firm. The Firm agrees to cause any agreement or contract entered into by Firm with any Subcontractor to provide for an optional termination by Firm similar to the provisions of this Section 3.1. ARTICLE 4 REQUIRED PROVISIONS 4.1 CONSULTANT TO COMPLY WITH LEGAL REQUIREMENTS. The Firm in performing its obligations and in preparing all documents required under this Agreement shall comply with all applicable laws and regulations. All provisions required by such laws and regulations to be included in this Agreement shall be deemed to be included in this Agreement with the same effect as if set forth in full. 4.2 CONSULTANT TO OBTAIN PERMITS, ETC. Except as otherwise instructed in writing by the Corporation, the Firm shall obtain and comply with all legally required licenses, consents, approvals, orders, authorizations, permits, restrictions, declarations and filings required to be obtained by the Corporation or the Firm in connection with the services to be provided under this Agreement. 4.3 NON-DISCRIMINATION AND CONTRACTOR & SUPPLIER DIVERSITY. The Firm shall comply, and cause each of its Subcontractors to comply, with the provisions of Schedule B and Schedule B-1 attached to and made a part of this Agreement, relating to non-discrimination and contractor & supplier diversity. 4.4 TAX LAW SECTION 5-a COMPLIANCE. 4 (a) During the term of this Agreement, the Firm shall, at the times specified in paragraph (b) of this subsection, properly complete and deliver to the Corporation for inclusion in this Agreement, an updated NYS Tax Form 220-CA: Contractor Certification Pursuant to Section 5-a of the Tax Law. A copy of the Firm's initial Form ST-220-CA is attached hereto as Attachment 4.4(a). Immediately upon delivery, such updated form shall form a part of this Agreement. (b) The Firm's updated certification shall be made if this Agreement authorizes renewal thereof at the conclusion of an initial or subsequent term, by the day prior to the commencement date of the applicable renewal term. (c) If the Firm is exempt from compliance with Tax Law Section 5-a (see the provisions of said section to determine if Firm is exempt), the Firm shall so certify to the Corporation, including in such certification the reason(s) for exemption, in a notarized statement submitted in lieu of Form ST-220-CA. A sample affidavit is attached hereto as Attachment 4.4(b). 4.5 STATE FINANCE LAW SECTION 139-J AND 139-K COMPLIANCE. The Firm hereby certifies that all information provided to the Corporation with respect to State Finance Law Section 139-j, including, without limitation, the information contained in Offerer's Affirmation of Understanding of and Agreement pursuant to State Finance Law Section 139-j, attached to this Agreement as Attachment 4.5 — (1), and Offerer Disclosure of Prior Non -Responsibility Determinations, attached to this Agreement as Attachment 4.5 — (2), is complete, true and accurate. The Firm acknowledges that the preceding sentence is a material representation upon which the Corporation is relying in entering into this Agreement. Should any such information be found to be intentionally false or intentionally incomplete, this Agreement shall be subject to termination pursuant to Section 3.1 hereof. 4.6 COMPLIANCE WITH EXECUTIVE ORDER 177. The Firm hereby certifies that the Firm's policies and practices address the harassment and discrimination of individuals on the basis of their age, race, creed, color, national origin, sexual orientation, gender identity, military status, sex, marital status, disability or other basis protected by law. ARTICLE 5 OTHER STANDARD PROVISIONS 5.1 GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof, except where the Federal supremacy clause requires otherwise. 5.2 ENTIRE AGREEMENT/AMENDMENT. This Agreement constitutes the entire Agreement between the parties hereto and no statement, promise, condition, understanding, 5 inducement, or representation, oral or written, expressed or implied, which is not contained herein shall be binding or valid and this Agreement shall not be changed, modified or altered in any manner except by an instrument in writing executed by the parties hereto. 5.3 CONFIDENTIALITY. Firm hereby agrees that all data, recommendations, reports and other materials relating to the matters to which consultant's services relate are strictly confidential between Firm and the Corporation and Firm may not at any time reveal or disclose such data, recommendations or reports in whole or in part to any third party without first obtaining permission from the Corporation, other than as required by law. Notwithstanding the preceding sentence, Firm shall cooperate fully with such third parties as the Corporation may designate by written request. Such cooperation shall include making available to such parties, data, information and reports used or developed by Firm in connection with this study. 5.4 NO WAIVER. No failure by the Corporation to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial performance during the continuance of any such breach, shall constitute a waiver of any such breach or such term or condition. No term or condition of this Agreement to be performed or complied with by Firm, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by the Firm. No waiver of any breach shall affect or alter this Agreement, but each and every term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 5.5 NOTICES. All notices permitted or required hereunder shall be in writing and shall be transmitted either: (a) via certified or registered United States mail, return receipt requested; (b) by facsimile transmission; (c) by personal delivery; (d) by expedited delivery service; or (e) by e-mail. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile transmission or email, upon receipt. The parties may, from time to time, specify any new or different address in the United States as their address for purpose of receiving notice under this Agreement by giving fifteen (15) days written notice to the other party sent in accordance herewith. The parties agree to mutually 6 designate individuals as their respective representatives for the purposes of receiving notices under this Agreement. Additional individuals may be designated in writing by the parties for purposes of implementation and administration/billing, resolving issues and problems and/or for dispute resolution. 5.6 NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where required by statute), but must, instead, be heard in a court of competent jurisdiction of the State of New York. 5.7 MISCELLANEOUS. The parties hereto agree that this Schedule A shall be controlling in the event of any inconsistencies or conflicts between the terms of this Schedule A and any other part of this Agreement. ARTICLE 6 BILLING POLICY 6.1 INVOICES. The Firm is required to submit detailed documentation in support of Firm's request for reimbursement. All invoices and their accompanying documentation must be forwarded to: General Counsel New York State Urban Development Corporation d/b/a Empire State Development 633 Third Avenue New York, New York 10017. Invoices shall be made on the Firm's own invoice forms or letterhead and must include the Corporation's contract and project numbers, if any. Firms shall also include their federal identification number with their first invoice, and a list of each individual who is expected regularly to bill time to this matter, his/her title and hourly billing rate. Time shall be billed on a 1/10th of an hour basis. See Attachment 6 for maximum hourly rates. These rates shall apply unless and until the Corporation enters into an agreement with a private third party for the payment of the Corporation's project -related expenses, at which time the Firm may bill at its usual and customary hourly rates. 6.2 REIMBURSABLE EXPENSES. Firm's monthly invoices should present out-of-pocket expenses on a daily, itemized basis, grouped by general category. The Firm must submit supporting documentation for each individual expense item over $250. Out-of-pocket expenses will be reimbursed only in accordance with the Schedule of Maximum Allowances for the Corporation's Legal Retainer Agreements in 7 Attachment 6. Reimbursable expenses must be billed currently and in any event within 60 days of being incurred: 8 6.3 NON-REIMBURSABLES. The following will not be reimbursed: (a) Flight insurance (b) Personal expenses of any type (c) Expenses paid for employees of the Corporation (d) Travel to/from any office of the Corporation, except with prior written approval of the Corporation. 6.4 GENERAL. (a) All receipts must be legible. Illegible receipts will not be reimbursed. (b) Whenever possible, original receipts should be presented for reimbursement. (c) At any time or times until six (6) years after completion of Firm's services or earlier termination of this Agreement by the Corporation, the Corporation may have the vouchers and statements of cost audited. Each payment made shall be subject to reduction for amounts included in the related voucher which are found by the Corporation on the basis of such audit, not to constitute allowable cost. Any such payment may be reduced for overpayments or increased for underpayment, as the case may be. 9 ATTACHMENT 4.4(a) Tax Law Section 5-a Form ST-220-CA See https://www.tax.ny.gov/pdf/current forms/st/st220ca fill in.pdf 10 State of New York County of ATTACHMENT 4.4(B) AFFIDAVIT OF NON -APPLICABILITY OF STATE TAX LAW § 5-A } } ss.: } being duly sworn, do depose and state under penalty of perjury that I am the [state title] of the Firm [state name of contractor] responding to the procurement solicitation by the New York State Urban Development Corporation d/b/a Empire State Development or its subsidiary (collectively, "ESD") herein. I have read and am aware of the requirements of State Tax Law § 5-a with respect to registration with the New York State Department of Taxation and Finance ("NYSDTF") in connection with collection of sales and compensating use taxes imposed by Articles 28 and 29 of the State Tax Law. Neither the Firm nor any affiliate or sub -contractor as defined in the State Tax Law is registered or is required to be registered with NYSDTF for this purpose pursuant to any provision of the State Tax Law. I make this affidavit intending that ESD will rely thereon in considering the Firm's response to the solicitation, and with knowledge that any false information contained herein shall render the Firm's response to the solicitation non -responsive, and may result in other action by ESD including, without limitation, reporting the statement to relevant authorities. [LS] Print Name: Sworn to before me, a Notary Public, this day of , 20_ STAMP My commission expires on 11 ATTACHMENT 4.5 - (1) STATE FINANCE LAW SECTION 139-i OFFERER'S AFFIRMATION OF UNDERSTANDING AND AGREEMENT 12 Model Language to Obtain Offerer's Affirmation of Understanding of and Agreement pursuant to State Finance Law § 139-j (3) and § 139-j (6) (b) Background: State Finance Law § 139-j(6)(b) provides that: Every Governmental Entity shall seek written affirmations from all Offerers as to the Offerer's understanding of and agreement to comply with the Governmental Entity's procedures relating to permissible contacts during a Governmental Procurement pursuant to subdivision three of this section. Instructions: A Governmental Entity must obtain the required affirmation of understanding and agreement to comply with procedures on procurement lobbying restrictions regarding permissible Contacts in the restricted period for a procurement contract in accordance with State Finance Law § § 139-j and 139-k. It is recommended that this affirmation be obtained as early as possible in the procurement process, such as when the Offerer submits its proposal or bid. The following language can be used to obtain the affirmation. Offerer affirms that it understands and agrees to comply with the procedures of the Government Entity relative to permissible Contacts as required by State Finance Law § 139-j (3) and § 139-j (6) (b). By: Date: Name: Title: Contractor Name: Contractor Address: 13 ATTACHMENT 4.5 - (2) STATE FINANCE LAW SECTION 139-I OFFERER DISCLOSURE OF PRIOR NON -RESPONSIBILITY DETERMINATIONS 14 Model Language to Obtain the Offerer Disclosure of Prior Non -Responsibility Determinations Background: Under New York State Finance Law § 139-k(2), covered governmental entities are obligated to obtain specific information regarding prior non -responsibility determinations. This information must be collected in addition to the information that is separately obtained pursuant to State Finance Law § 163(9). In accordance with State Finance Law § 139-k, an Offerer must be asked to disclose whether there has been a finding of non -responsibility made within the previous four (4) years by an Governmental Entity due to: (a) a violation of State Finance Law § 139-j or (b) the intentional provision of fake or incomplete information to a Governmental Entity. The terms "Offerer" and "Governmental Entity" are defined in State Finance Law § 139-k(1). State Finance Law § 139-j sets forth detailed requirements about the restrictions on Contacts during the procurement process. A violation of State Finance Law § 139-j includes, but is not limited to, an impermissible Contact during the restricted period (for example, contacting a person or entity other than the designated contact person, when such Contact does not fall within one of the exemptions). As part of its responsibility determination, a covered governmental entity must consider whether an Offerer fails to timely disclose accurate or complete information regarding the above non - responsibility determination. In accordance with law, no Procurement Contract shall be awarded to any Offerer that fails to timely disclose accurate or complete information under this section, unless a finding is made that the award of the Procurement Contract to the Offerer is necessary to protect public property or public health safety, and that the Offerer is the only source capable of supplying the required Article of Procurement within the necessary timeframe. Instructions: A Governmental Entity must include a disclosure request regarding prior non -responsibility determinations in its solicitation of proposals or bid documents or specifications or contract documents, as applicable, for procurement contracts. The attached form is to be completed and submitted by the individual or entity seeking to enter into a Procurement Contract. 15 Offerer Disclosure of Prior Non -Responsibility Determinations Name of Individual or Entity Seeking to Enter into the Procurement Contract: Address: Name and Title of Person Submitting this Form: Contract Procurement Number: Date: 1. Has any Governmental Entity made a finding of non -responsibility regarding the individual or entity seeking to enter into the Procurement Contract in the previous four years? (Please circle): No Yes If yes, please answer the next questions: 2. Was the basis for the finding of non -responsibility due to a violation of State Finance Law §139-j (Please circle): No Yes 3. Was the basis for the finding of non -responsibility due to the intentional provision of false or incomplete information to a Governmental Entity? (Please circle): No Yes 4. If you answered yes to any of the above questions, please provide details regarding the finding of non -responsibility below. Governmental Entity: Date of Finding of Non -responsibility: Basis of Finding of Non -Responsibility: 16 (Add additional pages as necessary) 5. Has any Governmental Entity or other governmental agency terminated or withheld a Procurement Contract with the above -named individual or entity due to the intentional provision of false or incomplete information? (Please circle): No Yes 6. If yes, please provide details below. Governmental Entity: Date of Termination or Withholding of Contract: Basis of Termination or Withholding: (Add additional pages as necessary) Offerer certifies that all information provided to the Governmental Entity with respect to State Finance Law §139-k is complete, true and accurate. By: Date: Signature: 17 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY See: http://www.osc.state.ny.us/vendrep/documents/questionnaire/forprofit.pdf 18 ATTACHMENT 6 SCHEDULE OF MAXIMUM BILLING RATES AND REIMBURSEMENT ALLOWANCES Firms wi►I be limited to the lesser of the hourly rate normally charged by the firm to its government clients and the applicable ESD maximum hourly rate. Maximum Rate (per hr) Partner/Of Counsel $600.00 Senior Associate (At least four years of experience) $550.00 Mid -level Associate (Three or four years of experiences) $500.00 Junior Associate (Passed the bar exam but less than three years of experience) $425.00 Law Clerk (Law student interns and/or associates who have yet to pass the bar exam) $325.00 Legal Assistant/Paralegal $150.00 19 MAXIMUM HOURLY RATE AND EXPENSE SCHEDULE TYPE OF EXPENSE RATE OF REIMBURSEMENT Secretarial None (unless overtime) Word Processing None (unless overtime and then up to $50/hr) Local Telephone Expenses None Taxis or Private Cars Actual cost up to $50; amounts over $50 must be submitted for approval on a case -by -case basis. Meal Charges Actual cost of evening or overtime meals in the office up to $30 and reasonable cost of outside catering service for meetings. Time Spent Preparing Bills None Long Distance Telephone Actual cost Photocopying Firm's standard rate, up to $.25/page; Actual cost if outsourced. Fax Transmission None for incoming faxes; Firm's standard rate, up to $1.00/page for outgoing faxes Computer Research Actual cost (No overhead) Out -of -Town Travel Postage and Overnight Mail Reasonable expenses, to be submitted for approval on a case -by -case basis. None for individual letters; FedEx and other special delivery services will be reimbursed at actual cost Messenger Service Actual cost up to $15. 20 SCHEDULE B PARTICIPATION BY MINORITY GROUP MEMBERS AND WOMEN WITH RESPECT TO STATE CONTRACTS: REQUIREMENTS AND PROCEDURES I. General Provisions A. The Empire State Development (ESD) is required to implement the provisions of New York State Executive Law Article 15-A and Parts 140-145 of Title 5 of the New York Codes, Rules and Regulations ("NYCRR") for all State contracts, as defined therein, with a value (1) in excess of $25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real property renovations and construction. B. The contractor to the subject contract (the "Contractor" and the "Contract," respectively) agrees, in addition to any other nondiscrimination provision of the Contract and at no additional cost to the ESD to fully comply and cooperate with the ESD in the implementation of New York State Executive Law Article 15-A. These requirements include equal employment opportunities for minority group members and women ("EEO") and contracting opportunities for certified minority and women -owned business enterprises ("MWBEs"). The Contractor's demonstration of "good faith efforts" pursuant to 5 NYCRR § 142.8 shall be a part of these requirements. These provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by New York State Executive Law Article 15 (the "Human Rights Law") or other applicable federal, state or local laws. C. Failure to comply with all of the requirements herein may result in a finding of non - responsiveness, non -responsibility and/or a breach of contract, leading to the assessment of liquidated damages pursuant to Section VII of this Appendix and such other remedies are available to ESD pursuant to the Contract and applicable law. II. Contract Goals A. For purposes of this procurement, ESD hereby establishes an overall goal of 30% for New York State certified MWBE participation, based on the current availability of qualified Minority -owned Business Enterprises ("MBEs") and Women -owned Business Enterprises ("WBEs"). The Firm is required to use good faith efforts to ensure a minimum of 30% participation by an MWBE firm. A separate retainer with the selected MWBE firm to act as Co- Counsel will be entered into to meet these requirements. B. For purposes of providing meaningful participation by MWBEs on the Contract and achieving the MWBE Contract Goals established in Section II -A hereof, the Contractor should reference the directory of New York State Certified MWBEs found at the following internet address: https://ny.newnycontracts.com. SCHEDULE B Additionally, the Contractor is encouraged to contact the Division of Minority and Women's Business Development at (212) 803-2414to discuss additional methods of maximizing participation by MWBEs on the Contract. C. The Contractor understands that only sums paid to MWBEs for the performance of a commercially useful function, as that term is defined in 5 NYCRR § 140.1, may be applied towards the achievement of the applicable MWBE participation goal. The portion of a contract with an MWBE serving as a broker that shall be deemed to represent the commercially useful function performed by the MWBE shall be 25% of the total value of the contract. D. The Contractor must document "good faith efforts," pursuant to 5 NYCRR § 142.8, to provide meaningful participation by MWBEs as subcontractors and suppliers in the performance of the Contract. Such documentation shall include, but not necessarily be limited to: 1. Evidence of outreach to MWBEs; 2. Any responses by MWBEs to the Contractor's outreach; 3. Copies of advertisements for participation by MWBEs in appropriate general circulation, trade, and minority or women -oriented publications; 4. The dates of attendance at any pre -bid, pre -award, or other meetings, if any, scheduled by ESD with MWBEs; and, 5. Information describing specific steps undertaken by the Contractor to reasonably structure the Contract scope of work to maximize opportunities for MWBE participation. E. III.Equal Employment Opportunity (EEO) A. The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated thereunder pertaining to equal employment opportunities for minority group members and women shall apply to the Contract. B. In performing the Contract, the Contractor shall: 1. Ensure that each contractor and subcontractor performing work on the Contract shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, EEO shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation. 2. The Contractor shall submit an EEO policy statement to the ESD within seventy two (72) hours after the date of the notice by ESD to award the Contract to the Contractor. SCHEDULE B 3. If the Contractor, or Subcontractors, does not have an existing EEO policy statement, the ESD may provide the Contractor or Subcontractor a model statement (see Form — OCSD-1 — Minority and Women -Owned Business Enterprises Equal Employment Opportunity Policy Statement). 4. The Contractor's EEO policy statement shall include the following language: a. The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability or marital status, will undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination, and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force. b. The Contractor shall state in all solicitations or advertisements for employees that, in the performance of the contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. c. The Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union, or representative will not discriminate on the basis of race, creed, color, national origin, sex age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein. d. The Contractor will include the provisions of Subdivisions (a) through (c) of this Subsection 4 and Paragraph "E" of this Section III, which provides for relevant provisions of the Human Rights Law, in every subcontract in such a manner that the requirements of the subdivisions will be binding upon each Subcontractor as to work in connection with the Contract. C. Form OCSD-2 — Staffing Plan To ensure compliance with this Section, the Contractor shall submit a staffing plan to document the composition of the proposed workforce to be utilized in the performance of the Contract by the specified categories listed, including ethnic background, gender, and Federal occupational categories. The Contractor shall complete the Staffing plan form and submit it as part of their bid or proposal or within a reasonable time, but no later than the time of award of the contract. D. Form OCSD-3 — Workforce Utilization Report SCHEDULE B 1. The Contractor shall submit a Workforce Utilization Report, and shall require each of its Subcontractors to submit a Workforce Utilization Report, in excel format only on a monthly basis for construction contracts over $100,000, or a quarterly basis for commodities and services contracts over $25,000, during the term of the contract to OCSD@esd.ny.gov, by the 10th day following each end of month or quarter as applicable. 2. Separate forms shall be completed by Contractor and any Subcontractor. 3. Pursuant to Executive Order #162, contractors and subcontractors are also required to report the gross wages paid to each of their employees for the work performed by such employees on the contract on a quarterly basis. Contact OCSD for additional information. E. The Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions. The Contractor and Subcontractors shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. IV. MWBE Utilization Plan A. The Contractor represents and warrants that Contractor has submitted an MWBE Utilization Plan, by submitting evidence thereof through the New York State Contract System ("NYSCS"), which can be viewed at https://ny.newnycontracts.com, provided, however, that the Contractor may arrange to provide such evidence via a non -electronic method (Form OCSD-4) to ESD, either prior to, or at the time of, the execution of the contract. B. The Contractor agrees to use such MWBE Utilization Plan for the perfomance of MWBEs on the Contract. C. The Contractor further agrees that a failure to submit and/or use such MWBE Utilization Plan shall constitute a material breach of the terms of the Contract. Upon the occurrence of such a material breach, ESD shall be entitled to any remedy provided herein, including but not limited to, a finding of the Contractor non -responsiveness. V. Waivers A. If the Contractor, after making good faith efforts, is unable to achieve the MWBE Contract Goals stated herein, the Contractor may submit a request for a waiver through the NYSCS, or a non -electronic method (Form OCSD-5) provided by ESD. Such waiver request must be supported by evidence of the Contractor's good faith efforts to achieve SCHEDULE B the maximum feasible MWBE participation towards the applicable MWBE Contract Goals. If the documentation included with the waiver request is complete, ESD shall evaluate the request and issue a written notice of approval or denial within twenty (20) business days of receipt. B. If the ESD, upon review of the MWBE Utilization Plan, updated Quarterly MWBE Contractor Compliance Reports described in Section VI, or any other relevant information, determines that the Contractor is failing or refusing to comply with the MWBE Contract Goals, and no waiver has been issued in regards to such non- compliance, the ESD may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency within seven (7) business days of receipt. Such response may include a request for partial or total waiver of MWBE Contract Goals. VI. Quarterly MWBE Contractor Compliance Report The Contractor is required to submit a Quarterly MWBE Contractor Compliance Report through the NYSCS, provided, however, that Bidder may arrange to provide such evidence via a non- electronic method (Form OCSD-6) to the ESD by the 10th day following each end of month or quarter over the term of the Contract documenting the progress made towards achievement of the MWBE goals of the Contract. VII. Liquidated Damages - MWBE Participation A. Where ESD determines that the Contractor is not in compliance with the requirements of the Contract and the Contractor refuses to comply with such requirements, or if the Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals, the Contractor shall be obligated to pay to the ESD liquidated damages. B. Such liquidated damages shall be calculated as an amount equaling the difference between: 1. All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and 2. All sums actually paid to MWBEs for work performed or materials supplied under the Contract. C. In the event a determination has been made which requires the payment of liquidated damages and such identified sums have not been withheld by the ESD, the Contractor shall pay such liquidated damages to the ESD within sixty (60) days after they are assessed. Provided, however, that if the Contractor has filed a complaint with the Director of the Division of Minority and Women's Business Development pursuant to 5 NYCRR § 142.12, liquidated damages shall be payable only in the event of a determination adverse to the Contractor following the complaint process. HUNTON ANDREWS KURTH Schedule B - Equal Employment Opportunity (EEO) provision In response to Section III. B. 2 requesting a copy of our firm's EEO policy statement: we do not provide copies of our internal policies as such. However, as this excerpt from our general policy regarding Equal Employment Opportunity, Non -Discrimination and Affirmative Action shows, we clearly comply with the substantive requirements of ESD. In addition to complying with local non-discrimination requirements in the locations in which we have offices and employees, "it is a fundamental and long-standing policy of this firm that all employment and human resources policies and decisions be adopted and implemented without discrimination based on race, color, sex, religion, national origin, age, marital or veteran status, disability, genetic information, sexual orientation, gender identity or expression, or any other legally protected status. In keeping with this policy, the firm commits itself to complying fully with the spirit, as well as the letter, of all applicable local, state and federal laws, executive orders and regulations implementing the national objective of equal employment opportunity for all persons." We submit that our policy conforms with the expectation of [client and although the language might differ somewhat, in substance our policy is consistent with [clientj's requirements. We note also that our firm has been recognized for our substantial commitment to Diversity and Inclusion and for our efforts in that regard. As is stated on our Firm's public website: "The values of diversity and inclusion are woven into the fabric of Hunton Andrews Kurth LLP. Our mission is to build and leverage a diverse, inclusive professional community that fosters a culture of respect, collaboration, involvement and empowerment. We believe that a diverse, inclusive workforce optimizes the delivery of outstanding client service and creates an innovative, productive community of lawyers and professional staff. We continually work with our clients to ensure that the teams of highly qualified lawyers assigned to client projects reflect the diversity and inclusion expectations of their organizations. Our commitment to diversity and inclusion begins at the top. Our managing partner leads our diversity and inclusion efforts and reports regularly to our Executive Committee and partners on the firm's goals and accomplishments. Two committees spearhead our firmwide diversity and inclusion efforts: the Diversity and Inclusion Committee and the Talent Development Committee. Together, they develop and implement policies, programs, partnerships and sponsorships aligned with the firm's diversity and inclusion goals. A committed number of diverse lawyers, including our firm managing partner, play significant leadership roles in the firm. We have a strong contingent of women and minority lawyers who serve as office managing partners, team and practice heads, and committee chairs. Our collegial working environment supports the growth and development of lawyers and staff. At Hunton Andrews Kurth, we are committed to providing a welcoming, professional work atmosphere for our lawyers and staff because we believe that every individual is deserving of respect regardless of their race, gender, sexual orientation, age, national origin, religion, marital or veteran status, disability, genetic information or position within the firm." SCHEDULE B-1 PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE -DISABLED VETERAN -OWNED BUSINESSES Article 17-B of the New York State Executive Law provides for more meaningful participation in public procurement by certified Service -Disabled Veteran -Owned Businesses ("SDVOBs"), thereby further integrating such businesses into New York State's economy. ESD recognizes the need to promote the employment of service -disabled veterans and to ensure that certified service -disabled veteran -owned businesses have opportunities for maximum feasible participation in the performance of ESD contracts. In recognition of the service and sacrifices made by service -disabled veterans and in recognition of their economic activity in doing business in New York State, Bidders/Contractors are strongly encouraged and expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as proteges, or in other partnering or supporting roles. For purposes of this procurement, ESD conducted a comprehensive search and determined that the Contract does not offer sufficient opportunities to set specific goals for participation by SDVOBs as subcontractors, service providers, and suppliers to Contractor. Nevertheless, Bidder/Contractor is encouraged to make good faith efforts to promote and assist in the participation of SDVOBs on the Contract for the provision of services and materials. The directory of New York State Certified SDVOBs can be viewed at: https://ogs.ny.gov/veterans/ Bidder/Contractor is encouraged to contact the Office of General Services' Division of Service - Disabled Veteran's Business Development at 518-474-2015 or VeteransDevelopment@ogs.ny.gov to discuss methods of maximizing participation by SDVOBs on the Contract. ANDREWSKURTH KENYON HUNTON WILLIAMS MARCH 7, 2018 VIA FEDEX DELIVERY EMPIRE STATE DEVELOPMENT 633 THIRD AVENUE, 35TH FLOOR NEW YORK, NY 10017 ATTN: HECTOR MOREL, ESD PROCUREMENT UNIT Re: Belmont Legal Counsel RFP Response Dear Mr. Morel: Mark S. Arnold 713.220.3936 Phone markarnofd@andrewskurth.com 600 Travis Street, Suite 4200 Houston. Texas 77002 a ndrewskurthkenyon.com Gad F_ Schwarz 212.309.1070 Phone cschwartz@hunton.com 200 Park Avenue New York, New York 10166 huntan.corn Andrews Kurth Kenyon LLP ("Andrews Kurth") and Hunton & Williams LLP ("Hunton") are pleased to submit the following joint proposal in connection with the Empire State Development's ("ESD") Request for Proposals ("RFP") to provide legal services related to the redevelopment of Belmont Park. As described in more detail in the attached materials, Andrews Kurth and Hunton have significant experience with projects similar in nature to the Proposed Project. Our proposed team would be led by Mark Arnold (Andrews Kurth) and Carl Schwartz (Hunton), both Chambers & Partners ranked attorneys In the area of real estate (in Texas and New York respectively). Andrews Kurth and Hunton both have a national reach, as well as New York - based offices from which we would be able to provide legal services to ESD, Currently Andrews Kurth, led by Mark Arnold, is handling all matters related to the Las Vegas Stadium Authority's development of a new $1.6 billion, 65,000-seat domed stadium to serve as the future home of the Las Vegas Raiders NFL team. Additionally, Mr. Arnold serves as General Outside Counsel and project development counsel to the Harris County- Houston Sports Authority and has been involved with every major stadium project they have undertaken. This experience is explained in further detail in Tab 1 of this response. We would also like to provide you with references at both the Las Vegas Stadium Authority and the Harris County -Houston Sports Authority that can speak to working with Mark Arnold and Andrews Kurth's qualifications and client interaction. Please feel free to contact Janis Burke, CEO of the Harris County -Houston Sports Authority at 713-308-5900 or iburke@houstonsports.orq or Jeremy Aguero, Principal at Applied Analysis (Las Vegas Stadium Authority) at 702-967-3333 or jaqueroPappliedanalysis.com. Hunton has handled every major stadium project in the Atlanta area, as well as several high -profile, large-scale real estate redevelopment projects in the New York area. Mr. Schwartz is the co-head of Hunton's global real estate practice and has been lead counsel on some of the highest -profile real estate deals around the country. Additionally, the entire proposed team has extensive experience with all aspects of stadium/arena development projects, including stadium/arena leasing and major mixed use real estate projects across the country. Our joint Andrews Kurth and Hunton team's experience includes all aspects of real estate, construction, licensing, leasing, signage and franchising matters. Additionally, their combined experience working on several high -profile stadium/arena development projects have equipped them to handle any other legal issues that may arise. Andrews Kurth and Hunton announced February 21, 2018 that both partnerships have approved an agreement to combine effective April 2, 2018, to become Hunton Andrews Kurth LLP. This combination will create a 1,000-lawyer firm operating through 15 domestic and five international locations, making it one of the top 50 US legal practices by headcount and anticipated combined revenue. Hunton Andrews Kurth will have approximately 300 lawyers in four Texas offices and more than 150 lawyers in New York. Wally Martinez, managing partner of Hunton & Williams, said: "This is a merger of two great firms already aligned around complementary practices and geography. Together we strike a bolder geographic footprint in key markets... Our focus on providing exceptional client service will not change. We will integrate our formidable transactional, litigation and regulatory practices to serve our clients in shared areas of industry strength. This will greatly benefit our clients and our people," Both Andrews Kurth and Hunton strive to distinguish themselves from other law firms by providing the highest level of service in a timely, responsive and efficient manner. We understand that the measure of our success is not only top quality legal service, but also client satisfaction, All of the attorneys we have included as the proposed team for Empire State development's Belmont redevelopment project are prepared to devote the time and energy required to achieve those results. We have included biographies for our proposed team, as well as additional details on our relevant experience in Tabs 1 and 2, of this proposal. We are pleased to have the opportunity to submit this proposal and look forward to an opportunity to meet with you. If you need any additional information, or if we can be of additional assistance, please do not hesitate to call Mark Arnold at (713) 220-3938 or Carl Schwartz at (212) 309-1070. Very truly yours, AN'DREWS KCIJRTH KENYON LLP, HUNTON & WILLIAMS LLP Mark B. Arnold, Partner Carl Schwartz, Partner Hunton & Williams LLP and Andrews Kurth Kenyan LLP are jointly submitting this RFP response based on their existing individual partnerships and experience. However, please note that the two law frms have entered into a merger agreement, pursuant to which the two law firms plan to merge and become Hunton Andrews Kurth LLP. The merger is expected to close on April 2, 2018, subject to satisfaction of closing conditions. You can read more about the merger at andrewskurth.com/merger. ENCLCSUkE" EMPIRE STATE DEVELOPMENT RFP TO PROVIDE LEGAL SERVICES TO THE REDEVELOPMENT OF BELMONT PARK is� March 7, 2018 ANDREWSKURTH HUNTON K E N Y O N WILLIAMS Table of Contents Basic Information Tab 1 BackgroL nd Information Tab 2 Required Forms Tab 3 TAB 1 - BASIC INFORMATION 1) Provide a description of the law firm's relevant experience. Include a brief description of representative transactions and specify the law firm's role for each. The attributes necessary for success in the sports and entertainment industries are equally important when providing effective legal counsel. Through dedication, focus and experience, both Andrews Kurth and Hunton advocate for and advise our clients in the sports and entertainment industries to further their strategic objectives. Andrews Kurth has vast experience representing sports authorities from inception and financing through development and construction of some of the most well-known and highly publicized stadium and sports venue projects for nationally known teams. Andrews Kurth has served as outside general counsel to the Harris County -Houston Sports Authority ("Sports Authority") since its creation in 1997. Andrews Kurth assisted in drafting the legislation that created the Sports Authority and crafted its first bylaws and other organizational documents. We have represented the Sports Authority in all aspects of the development, financing, construction and leasing of NRG Stadium for the NFL Houston Texans and the RodeoHouston, Toyota Center for the NBA Houston Rockets, Minute Maid Park for the MLB Houston Astros, and BBVA Compass Stadium for the MLS Houston Dynamo. Additionally, both our firms have extensive experience providing a full range of legal services in connection with the design, development, construction, financing, leasing and operation of stadiums and entertainment venues around the United States, including Texas, Las Vegas, Atlanta and New York. Andrews Kurth and Hunton are both well -versed in the primary issues that arise, including: • Construction, development and operational contracts • Taxable and tax-exempt financing structures • Provisions barring relocation of the team • Interplay of the lease and financing provisions (including the possible assignment of lease rights as security) with the rules of organized baseball • Revenue splits, including the effects on the financing structure possibilities • Use of revenues unrelated to the facility for debt service on the financing (such as identified tax revenues or governmental payment streams subject to annual appropriation) • Allocation of responsibility for maintenance and capital repairs and improvements • The sale of naming, licensing and advertising rights to the facility and the approval rights of the team, if any, if this occurs after the initial negotiation Andrews Kurth Representative Transactions: • Currently representing the Clark County Stadium Authority, d/b/a the Las Vegas Stadium Authority in the development of a $1.9 billion, 65,000-seat domed stadium to serve as the future home of the Las Vegas Raiders. Our work encompasses all aspects of the financing, development, construction, and leasing of the stadium, including negotiating and drafting all principal project documents between the Authority and the Raiders, the lease, the development agreement, the non -relocation agreement, and the project documents. Also participated in the agreements whereby the University of Las Vegas (UNLV) agreed to play its home football games in the stad um. We anticipate all agreements for this stadium will be signed by all parties in April 2018. ANDREWSKURTH HLTNTON•. KENYON wiLLIAII S • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Minute Maid Park (formerly Enron Field), the home stadium for the MLB Houston Astros in downtown Houston, Texas. Drafted and negotiated the principal project documents, including the architectural contract, the construction contract, the lease and development agreements, the non -relocation agreement and other related agreements. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of NRG Stadium (formerly Reliant Stadium), the home stadium for the NFL Houston Texans and RodeoHouston. Drafted and negotiated the principal project documents, including the construction contract, the leases and development agreements, the non -relocation agreement and related agreements with the Houston Texans and RodeoHouston. • Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Toyota Center, the home facility for the NBA Houston Rockets. Drafted and negotiated the principal project documents, including the lease and development agreements, the non -relocation agreement and related agreements with the Houston Rockets. • Represented the Harris County -Houston Sports Authority in a $700 million comprehensive debt restructuring that refinanced the debt issued by the Sports Authority to finance the development of Minute Maid Park, NRG Stadium and Toyota Center and resolved two lawsuits brought against the Sports Authority by National Public Finance Group (successor to MBIA), the insurer of the Sports Authority's initial bonds, and Wilmington Trust, the then -current trustee for the Sports Authority's bonds. Specifically, the Sports Authority issued $558 million in taxable and tax-exempt bonds supported by hotel occupancy tax and motor vehicle rental tax, $69 million in taxable bonds supported by certain revenues related to NRG Stadium and $58 million in taxable bonds supported by the Houston Rockets' rent payment at Toyota Center. This refinancing required amendments to the leases with the NFL Houston Texans and the NBA Houston Rockets. • Represented the Harris County -Houston Sports Authority in drafting and negotiating the lease and development agreement with Dynamo Stadium, LLC for the construction and operation of BBVA Compass Stadium, the new home stadium for the MLS Houston Dynamo. Also participated in the agreements whereby Texas Southern University agreed to play its home football games in the stadium. • Represented the City of Sugar Land in drafting and negotiating all documents necessary for the development, construction and leasing of a minor league baseball stadium now known as Constellation Field. The stadium was constructed by the City of Sugar Land and leased to the owners of the Sugar Land Skeeters, a minor league baseball team associated with the Atlantic League of Professional Baseball Clubs. • Represented the City of Cedar Park in connection with the design, construction and operation of the Cedar Park Event Center, a new special event center developed to house as its primary tenant the Texas Stars, an American Hockey League minor league ice hockey team affiliated with the NHL Dallas Stars. A subsidiary of Hicks Sports Group, Inc. is the City's development partner and manages and operates the Event Center. The City and Hicks also agreed upon certain tax incentives in connection with the development by Hicks of 17 acres adjacent to the Event Center into a first-class, mixed -use office and retail center. ▪ Represented the City of Edinburg in connection with the lease and development of a new 8,000-seat first-class indoor arena to be developed to house as its primary ANDREWSKURTH HUNTON lCENYQld WILLIAMS tenant the Rio Grande Valley Vipers, a basketball team in the NBA Development League with an affiliation agreement with the NBA Houston Rockets. • Represented the City of Edinburg in connection with the lease and development of a new 7,500-seat first class soccer stadium to be developed to house as its primary tenant a new United Soccer Leagues team affiliated with the MLS Houston Dynamo. • Represented the Houston SaberCats, one of seven new Major League Rugby franchises In the United States, in connection with the lease and development of a 3,500-seat stadium and two adjacent practice fields to be located at the Houston Amateur Sports Park in southeast Houston. Negotiated the ground lease and reimbursement agreement with the City of Houston committing the City to fund $3.2. million in Infrastructure costs and to lease the land for the facility to the SaberCats for 43 years. The stadium will cost approximately $5.5 million. • Represented Frisco Stadium LLC, the owner of the MLS Dallas FC, in negotiating with the City of Frisco and the Frisco Community Development Corporation a lease extension and public funding for $39,000,000 in additional capital improvements at Toyota Stadium, a minor league soccer stadium in Frisco, Texas. • Represented Spotsylvania County in its negotiations with the Hagerstown (Maryland) Suns, the Class A affiliate of the MLB Washington Nationals, for a potential new 5,000-seat minor league baseball stadium to which the team could be relocated. • Represented Dallas County in its preliminary negotiations with the NFL Dallas Cowboys for a new stadium to be located in Dallas County before the Cowboys' selected a Tarrant County site in Arlington, Texas as the preferred location for a new stadium. • Represented the City of San Antonio in its preliminary negotiations with the NBA San Antonio Spurs prior to the development of AT&T Center by Bexar County, Texas. • Represented the San Antonio, Texas independent school district in its preliminary negotiations with the NBA San Antonio Spurs exploring a potential renovation of the school district's Alamo Stadium to house a professional soccer team. Hunton Representative Transactions: • Represented New York Yankees in their lease negotiations with New York City for the new Yankee Stadium. ■ Represented the New York Jets and The Brooklyn Nets in connection with operational matters including vendors, sponsorship, ticketing, insurance, exhibition leases (including Super Bowl XLVIII), broadcasting/distribution issues, and litigation related to MetLife Stadium and Barclays Arena. • Assisted the Richmond Flying Squirrels in their lease negotiations with the City of Richmond for The Diamond, the club's current ballpark, and are currently representing the club in their negotiation for the construction, development and leasing of a proposed new ballpark. • Represented Centennial Authority in its financing and leasing of PNC Arena (formerly the RBC Center) in Raleigh, North Carolina, home of the Carolina Hurricanes. • Represented the Dallas Cowboys in connection with the development, construction and [easing of Texas Stadium in Irving, Texas. • Represented the Cleveland Cavaliers in connection with all construction contract matters for their new stadium in downtown Cleveland, Ohio. ANDREVVSKURTH HUNTON Kl;NYaN WILLIAMS 3 • Represented an owner in connection with the construction of the Soccer Hall of Fame and integrating the same into MLS's Toyota Stadium in Frisco, Texas. • Represented the San Jose Sharks in connection with all construction contract matters for the HP Pavilion (now SAP Center) in San Jose, California. • Represented the owner in connection with the acquisition of the land necessary for the construction of The Depot at Cleburne Station, the Cleburne Railroaders minor league baseball park in Cleburne, Texas. • Represented two MLB franchises in the organization of a joint venture to develop and operate a spring training facility. Represented Cumberland County, North Carolina in its development, financing and leasing of Crown Coliseum in Fayetteville, North Carolina. • Represented City of Portsmouth, Virginia in the development, financing and leasing of nTelos Wireless Pavilion. • Represented Wake County, North Carolina in its negotiations with the Carolina Iludcats for the development, financing and leasing of Five Counties Stadium in Zebulon, North Carolina. Prior to this work, we represented Wake County in its unsuccessful negotiations with another minor league baseball team for the development, financing and leasing of a new ballpark. 2) indicate whether stadium/arena development services have been provided previously to any other state, local or federal entities. If so, list and describe any and all work performed including (a) the date(s) such work was performed and (6) the entity for which such work was performed. Our proposed team has represented individuals, businesses, investors, municipalities, investment banks, universities, teams, and most importantly, municipalities and governments similar to ESD in connection to an array of sports and entertainment projects. Andrews Kurth has almost exclusively represented government entities in our stadium/arena development services. Mr. Arnold and our team understands the intricacies of stadium/arena development projects, as well as the unique challenges facing governmental entities. In addition to the representations mentioned in Question 1, some key representations involving government entities that Andrews Kurth and Hunton have provided legal services for include: Las Vegas Stadium Authority, Andrews Kurth is currently representing the Las Vegas Stadium Authority on all aspects of the development of a $1.9 billion, 65,000-seat domed stadium to serve as the future home of the Las Vegas Raiders. In addition to the preparation of all documents between the Authority and the Raiders, Mr. Arnold regularly travels to Las Vegas to participate in, and make presentations to the Board, at the monthly Board meetings. We anticipate all agreements for this stadium will be signed by all parties in April 2018. Harris County -Houston Sports Authority. As previously indicated, Andrews Kurth has served as sole General Outside Counsel to the Harris County -Houston Sports Authority since its inception in 1997. In addition, we've served as counsel on all major projects for the Authority, including representing them in the financing, development, construction, and leasing of Minute Maid Park (for the MLB Houston Astros in 1998), Reliant Stadium (for the NFL Houston Texans and the Houston Livestock Show & Rodeo in 2001), Toyota Center (for the NBA Houston Rockets in 2001), and BBVA Compass Stadium (for the MLS Houston Dynamo in 2010). Our involvement in all of these projects included the negotiation and drafting of all principal project documents, including leases with the teams, architectural and engineering agreements, and construction contracts. We also participated extensively in structuring and documenting the complex tax-exempt and taxable bond financings for these ANDREWSI URTH HUNTONI.` KENYON WILLIAMS 4 projects, advising the Authority on the issuance of bonds secured by hotel occupancy taxes, car rental taxes, rent payments, on -site sales tax rebate revenues, and parking and admissions taxes. Virginia Beach, Virginia. Hunton advised the City of Virginia Beach since its creation in the early 1960s (with one of our former partners drafting the City's Charter) on a wide range of financing and development activities. This work includes complex public -private arrangements to develop a hotel and convention center (with related facilities) at the City's oceanfront and to develop the City's central business district. Most recently, in 2016, we advised the City on an 18,500 seat sports arena to developed in partnership with a private developer and an international sports marketing and management firm. City of Atlanta, Georgia. Huntan has a longstanding relationship with the City of Atlanta and related government entities that dates back more than 25 years, We represent them in all matters related to leasing and public finance, including assisting them with a multitude of stadiums, arenas and other entertainment venues. Ongoing representation as outside general counsel the City of Atlanta providing general corporate advice including compliance with corporate formalities, ensuring day-to-day compliance with operating agreements for leased facilities and compliance with state sunshine laws. • In 2017 we assisted City of Atlanta and Fulton County Recreation Authority with the sale of Turner Field (former stadium for Centennial Olympic Games and Atlanta's professional baseball team), which is undergoing a $300 million transformation that includes a football stadium for Georgia State University. We had previously represented the City in their lease negotiations with the Atlanta Braves for Turner Field, including all subsequent lease amendments and compliance issues. • In 2017 we represented the City of Atlanta and Fulton County Recreation Authority as bond counsel for the financing for renovations of Atlanta's Philips Arena for Atlanta Hawks in a two -staged financing of $300 million. We previously represented the City in connection with development, leasing and operations of the arena, which included acting as bond and issuer's counsel in negotiating and documenting a double-barreled (tax -backed and contract -backed) revenue bonds for the construction of the arena. • in 2015, we represented the City of Atlanta and Fulton County Recreation Authority as special counsel, bond counsel and disclosure counsel in connection with documenting terms related to the development and financing of the new Atlanta Falcons stadium, which replaced the Georgia Dome. • In 2015 we represented DeKaib County, Georgia in negotiating and documenting incentives for location of the major league soccer headquarters and training facility complex for the Atlanta United FC, As is evident by the representative transactions listed in Question 1 and the governmental experience we have highlighted here, both Andrews Kurth and Huntan have significant experience representing governmental entities with projects similar to the proposed Redevelopment of Belmont Park and would be uniquely suited to serve as legal counsel for ESD on this proposed project. ANDREVVSKURTH HUNTON K E N Y O IV WILLIAMS 5 3) The names of the principal partners and other attorneys with stadium/arena development experience who would be responsible for ESA's matters, and a description of the relevant qualifications and experience of each attorney. Mark B. Arnold, Andrews Kurth Kenyon LLP Partner, Houston Mr. Arnold focuses his practice in the areas of public law and real estate. His work includes all facets of commercial real estate and construction practice, with an emphasis on the development, construction, leasing, and public and private financing of public projects such as sports, recreation and entertainment facilities, convention centers, hotels and educational facilities. He also advises clients in structuring and implementing creative economic development techniques. Mr, Arnold is recognized as a leading Real Estate attorney by Chambers & Partners USA and has extensive experience working on large-scale real estate development projects, particularly stadium and mixed -use development projects. He has been actively involved in every representative Andrews Kurth transaction included in this proposal. He is currently leading the team representing the Las Vegas Stadium Authority and personally participates in all aspects of the transaction, including attending Board Meetings on a regular basis to represent the Las Vegas Stadium Authority. Carl F. Schwartz, Hunton & Williams LLP Partner, New York Mr. Schwartz is an accomplished negotiator and skilled legal advocate with more than 35 years of experience. He is co-head of Hunton & Williams' global real estate practice and advises a diverse, distinguished clientele: prominent owners and developers —including REITs and private equity funds —in their real estate acquisitions, dispositions, developments and redevelopments, financings, workouts, restructurings and joint ventures; major institutional lenders in mortgage, mezzanine and construction financings; and owners and tenants in significant commercial lease transactions. Additionally, he has served as counsel in several of the nation's largest Historic Tax Credit transactions. He has extensive experience with sports and entertainment projects, most recently assisting the City of Atlanta with the sale of Turner Field and previously he represented the New York Yankees in their lease negotiations with New York City for the new Yankee Stadium. Carl has been recognized as a leader in the field by Chambers & Partners USA, New York Super Lawyers, Best Lawyers and Legal 500. Laurie A. Grasso, Hunton & Williams LLP Partner, New York Ms. Grasso represents real estate private equity funds, companies, Institutional REITs, investors and other property owners in structuring and dosing real estate transactions such as developments and redevelopments, acquisitions and dispositions, , financings, portfolio transactions, preferred equity investments, leasing and real estate joint ventures. She frequently advises an large, complex redevelopment projects, including the recent representation of RBH Group In connection with the $150 million Teachers Village project, a mixed -use development that Mayor Cory Booker says will "transform downtown Newark." Her work touches all asset classes, including ANDREWSI OF TH HUNTON K E N Y O N WILLIAMS 6 office, multifamily, mixed -use, hospitality, retail and condominium. She also maintains an active capital markets and fund practice, representing investors in joint venture transactions and sophisticated fund structures. She is regularly recognized as a leader in the field by publications and ranking guides such as the New York Real Estate Journal, New York Super Lawyers, Real Estate Forum, Legal 500 and Chambers USA. Most recently, Real Estate Forum selected Laurie for induction into the "Women of Influence Hall of Fame," recognizing her longtime contributions to the commercial real estate industry. John D. O'Neill, Jr., Hunton & Williams LLP Partner, Richmond Mr. O'Neill heads the Hunton & Williams P3 and Infrastructure practice. He has more than 30 years of experience in the infrastructure finance markets of the United States and leads our current representation of the Virginia Department of Transportation on the Design -Build -Finance -Operate -Maintain procurement of the $2,1 billion I-66 HOT Lanes Project in Northern Virginia and the estimated $3.5-$4.0 billion Hamp'ion Roads Bridge Tunnel, as well as leads our work on the Fargo -Moorhead Flood Diversion Project for the consortium consisting of equity sponsors Acciona, InfraRed and Shikun & Binui. Mr. O'Neill's project work also includes representation of both governments and private developers over a host of asset types such as stadiums and arenas, mixed -used developments, water and wastewater infrastructure, college and university facilities, including housing, academic and athletic facilities and secondary schools. He is nationally recognized for his public finance work and formerly led the firm's public finance practice, giving him a unique set of P3 practice experiences among national P3 practitioners. Mr. O'Neill been included in The Best Lawyers in America for Public Finance Law since the listing's inception in 2005 and is a Fellow of the American College of Bond Counsel. He is a regular lecturer before state and national groups on topics covering traditional municipal finance, transportation, multi -jurisdictional projects, P3 transactions and economic development incentives. Douglass P. Selby, Hunton & Williams LLP Partner, Atlanta Mr. Selby serves as the group head for Hunton & Williams' National Public Finance team with more than 20 years of experience serving as bond counsel, disclosure counsel and underwriter's counsel in municipal financing, including representing the Atlanta -Fulton Recreation Authority in its financings for Philips Arena in 2010, 2017 and 2018 and Invest Atlanta in the 2015 financing of the Atlanta Mercedes-Benz Falcons NFL Stadium. Additionally, he has served as bond and tax counsel for more than $4 billion in City of Atlanta Airport Revenue Bonds and Atlanta Water and Wastewater Revenue Bonds. Mr. Selby also has experience representing Clayton County, and the cities of East Point and Woodstock, Georgia in its sales tax and tax allocation district financings; Fulton County in Its water and sewerage system financings; the City of Atlanta Airport; various development authorities; and a multijurisdictional authority. He also serves as outside general counsel to several special governmental authorities dealing with lease programs, sunshine laws, and other matters of local government law. He has been recognized among the top 5% of Georgia attorneys since 2007 as a "Bond and Government Finance Super Lawyer," as published in the ANDREWSKURTH HUNTONI.` FC E N Y C7 N WILLIAMS 7 Atlanta magazine. In addition, he has served as a moderator and speaker for multiple public finance and government law seminars sponsored by the Association of County Commissioners of Georgia, the Georgia Municipal Association, and the Institute of Continuing Legal Education, Mr. Selby served on the Steering Committee for the National Association of Bond Lawyers Workshop from 2008-2010, and on the Fundamentals Workshop in 2011 and 2012. He is a fellow of the American College of Bond Counsel. Jason Reiner, Andrews Kurth Kenyon LLP Associate, Houston Mr. Reiner's practice includes a broad range of commercial real estate, financing and project finance transactions. His experience includes representation of buyers and sellers of commercial real estate, including the development, construction, leasing, and public and private financing of public projects, such as sports, recreation and entertainment facilities and hotels. He works closely with Mr. Arnold on the Las Vegas Stadium Authority matter detailed in this proposal, as well as the firm's ongoing representation of the Harris County -Houston Sports Authority. Anna Booth, Andrews Kurth Kenyon LLP Associate, Houston Ms. Booth's practice includes a broad range of general business transaction matters including financing, mergers and acquisitions and commercial real estate transactions. Anna's finance experience includes representation of lending institutions, private investment funds and borrowers in commercial financing transactions including syndicated loans and asset based loans. Anna has experience representing buyers and sellers of private companies in a variety of industries. Her real estate experience includes representations of buyers and sellers of commercial real estate as well as representation of landlords and tenants in commercial leasing transactions. Ms. Booth most recently assisted Mr. Arnold on his representation of the Houston SaberCats Major League Rugby franchise in connection with the lease and development of a 3,500-seat stadium and two adjacent practice fields. 4) Identify and provide contact information for the person(s) in the firm who will be ESD's primary point(s) of contact and provide resumes for such person(s). After a selection is made, primary point(s) of contact may not be changed without ESD approval. The proposed team for ESD will be led by Andrews Kurth partner Mark B. Arnold and Hunton partner Carl F. Schwartz, Mr. Arnold and Mr. Schwartz will have overall responsibility for this engagement, serving as primary contacts to ESD and will assist with client service and problem resolution. They will be assisted by a team composed of lawyers mentioned in Question 3 above. Full resumes of the proposed team are included in Tab 2. Direct contact information Mr. Arnold and Mr. Schwartz is included below. Phone Email Mark 8. Arnold 713,220.3938 markarnold@andrewskurth.com Carl F. Schwartz 212.309.1070 cschwartz@hunton.com ANDREWSKURTH HUNTON IKENYON WILLIAMS 8 5) Provide the firm's standard hourly billing rate structure. Andrews Kurth and Hunton both strive to provide the highest quality legal work at a fair price. We do not believe that cut-rate or below -market fees are in the long-term best interest of either ESD or the firm. Law firms that engage in such pricing tactics inevitably will be less diligent in carrying out their responsibilities to justify the cut-rate fees. We do understand, however, that legal fees are a sensitive matter and a legitimate concern of ESD. We try to provide to each of our clients a realistic assessment of the work that will be required and to provide fair estimates based on the client's needs. Andrews Kurth and Hunton recognize the budgetary constraints that entities like ESD face. We regularly work with clients facing similar constraints and pride ourselves in our flexible approach to billing. Most importantly, we understand that one price does not fit all, and we are happy to work with ESD to find the approach or approaches that best fit this particular engagement. Both firms have developed and implemented an array of pricing alternatives designed to meet the needs of our clients. Each client's transaction -- whether routine or unique -- deserves an arrangement that makes the most sense for the client and the firm. In the past, we have implemented a combination of alternative or special billing arrangements with certain of our clients, including a discount from our standard billing rates; a commitment fora period not to raise the standard rates of lawyers who work on matters for that client; caps on particular services; "hard" estimates for transactional work that are adjusted if that transaction exceeds time or other expectations; "busted deal" discounts that may be recouped from future deals; discounted fees with success premiums and other alternative billing arrangements. Per Attachment 6 included in Schedule A, Andrews Kurth and Hunton understand that our hourly rates will be limited to the lesser of the hourly rate normally charged by the firm to its government clients and the applicable EDS maximum hourly rates. As our respective firm's rates vary for government clients and have typically been higher than ESD's maximum hourly rates, we agree to observe ESD's maximum hourly rates, set forth here. Title Maximum Rate (per hr) Partner/Of Counsel $600 Senior Associate (at least four years of experience) $550 Mid -level Associate (three or four years of experience) $500 Junior Associate (passed the bar- exam, but less than three years of experience) $425 Law Clerk (law student interns and/or associates who have yet to pass the bar exam) $325 Legal Assistant/Paralegal $150 ANDREWSKURTH HUNTON ItENYQN WILLIAMS 9 6) If the law firm is a State -certified MWBE or SDVOB firm, provide documentation evidencing certification. Law firms that are not certified, but have applied for certification, should provide evidence of filing, including the filing date. Andrews Kurth Kenyon LLP and Hunton & Williams LLP are not state -certified MWBE or SDVOB firms. 7) A description of the instances, if any, in which the law firm has worked with MWBE or SDVOB law firms on previous transactions by engaging in joint ventures or other partnering or subcontracting arrangements. Responses should include the nature of the engagement, how such arrangement was structured and a description of how the services and fees were allocated. Hunton is particularly proud of our firm's diversity initiatives. Although the firm is not a MWBE or SDVOB enterprise, we have worked with various minority co -counsel relationships. The firm has demonstrated its commitment specifically to helping minority and women - owned firms develop public finance practices by building joint venture relationships as co - bond or co -underwriter's counsel with more than a dozen minority and women -owned firms. For example, since 2004, Harrell & Chambliss LLP has served as co -legal advisor to Government National Mortgage Association (Ginnie Mae) as a subcontractor to Hunton & Williams LLP, serving as co -legal advisor for over $316 billion of Ginnie Mae Multiclass Securities. Harrell & Chambliss LLP, formerly Wilder & Gregory, is a full service African - American owned law firm founded in 1982 by former Virginia Governor L. Douglas Wilder and Judge Roger L. Gregory of the United States Court of Appeals for the Fourth Circuit. Hunton is committed to diversity. Our firm was named among the "100 Top Workplaces for Women" by Fortune magazine and Great Place to Work@ and chosen among "Best Law Firms for Women" by Working Mother Media and Flex -Time Lawyers LLC. We are proud to maintain a dynamic Diversity Program designed to attract and develop a workforce representative of the firm's global law practice. The firm believes that a diverse group of lawyers and staff members allows us to better serve our clients. Minority recruiting efforts include: • Contacting law professors and minority organizations each year to identify minority law students for employment consideration; • Participating in minority job fairs; • Hosting and participating in a variety of diversity -related student events on law school campuses; • Engaging in pre -law and pipeline diversity outreach programs; • Supporting advertising efforts in national, regional and on -campus minority publications; and, • Partnering with clients and other organization to provide summer clerkships for minority law students. Similarly, at Andrews Kurth diversity and inclusion are core values. We are proud of our strategic and comprehensive approach to diversity and inclusion ("D&I"), including: • Developing strong and diverse talent through established relationships with diverse law student organizations nationally and on the campuses of our target schools; new associate training programs; utilization of flexible work schedules, including "Flex Path Program" that has had over five candidates admitted to the partnership since 2005; flexible work arrangements adopted for associates and partners since 2002; Straightline publication includes articles and news about women attorneys; participating in ❑&I efforts considered in attorney compensation; • Aligning firm leadership with clients including working with clients to achieve client D&I and strategic objectives; client presentations on D&I topics; experience with a full ANDREWSKLJRTH HUNTON •. KENYOiV WILLIAMS 10 range of D&I content relating to our corporate, financial services and government clients; and • Collaborating with representative strategic alliances such as NAACP, Anti -Defamation League, Leadership Council on Legal Diversity, National Association of Women Lawyers, and many others. Private Sector Participation Andrews Kurth's diversity and inclusion strategy also includes a procurement component, through which we strive to increase our utilization of diverse suppliers in out- Firm's operations, which we track on a regular basis. This pillar of our strategy also addresses our desire to work with women -owned businesses, minority -owned businesses, small businesses and other historically -underutilized businesses as appropriate to provide legal services to our clients. Team Selection In any professional services relationship, the ultimate measure of success is performance. At Andrews Kurth, we strive to leverage our diversity and inclusion strategy to deliver top legal services to our clients. In this regard, our diverse complement of lawyers and other professionals represents a strong team to deliver value to our clients. Identifying and supporting a diverse client team is consistent with Andrews Kurth's strategic plan: "Our diverse and inclusive culture ... and development of the next generation of talent will enhance our ability to serve clients." 8) A statement of the law firm's willingness, if any, to engage in future MWBE and SDVOB partnering or mentoring arrangements with either a law firm selected by ESD or one of your choosing and if the latter, a list of co -counsel MWBE and SDVOB law firms with which the law firm is prepared to partner. Such statement should include an explanation of how the law firm would suggest structuring such an arrangement and allocating services and fees between the participating law firms. As previously indicated, Andrews Kurth and Hunton are committed to diversity and to working with minority and women -owned law firms by building joint venture relationships. Andrews Kurth and Hunton have each worked with various minority and women -owned law firms in the past and we would both be willing, and welcome the opportunity, to partner with a similar firm for ESD matters. We have found that these relationships work best when the majority firm includes the minority firm in all aspects of the representation, and when the minority firm puts in the time and energy to develop their expertise. 9) Respondents must also submit a detailed plan identifying any and all subcontracting opportunities associated with this project, and must explain how Minority and Women -owned Business Enterprise (MWBE) and Service -Disabled Veteran -owned Business (SDVOB) businesses would be utilized. Andrews Kurth and Hunton are full service law firms. We believe that the combination of Andrews Kurth and Hunton provides ESD with a strong, diverse and extremely competent team that can successfully represent and provide legal services to ESD in the redevelopment of Belmont Park, however, as stated above, we would welcome the opportunity to work with a MWBE or SDVOB in relation to matters for ESD. At the time of this proposal, we do not have a formal proposal for a specific MWBE or SDVOB we plan to partner with, or utilize In relation to this proposed project, but we welcome the opportunity to further discuss subcontracting opportunities with ESD. ANDREIVVSl URTH HUNTON KENYON WILLIAMS 11 TAB 2 - BACKGROUND INFORMATION Background information, such as number of attorneys in the law firm, location of all offices, telephone number and e-mail address of the primary staff personnel who are anticipated to provide services to ESD, firm descriptions/brochures, resumes and organizational charts should be included in a separate "Tab 2." There is no page limit on Tab 2, but brevity is strongly encouraged, ANDREWSKURTH HUNTON KENYON WILLIAMS ANDREWSKURTH KENYQN About Andrews Kurth Kenyon LLP Founded in 1902 in Houston, Texas, Andrews Kurth Kenyon LLP ("Andrews Kurth") is a full -service Texas based law firm. Andrews Kurth has built a multidisciplinary practice on the belief that "straight talk is good business." Real answers, clear vision and mutual respect define the firm's relationships with clients, colleagues, communities, and employees. With offices in Austin, Beijing, Dallas, Dubai, Houston, London, New York, Research Triangle Park, Silicon Valley, The Woodlands, and Washington, DC, Andrews Kurth represents a wide array of clients in multiple industries, Firmwide, Andrews Kurth has 345 attorneys (166 partners, 117 associates, 42 of counsel, 11 counsel and 9 staff attorneys - as of January 31, 2018). In addition, the firm employs a total of 374 staff members in our 12 offices, throughout 11 locations worldwide. In every one of our offices, our people are intimately connected to their communities. We roll up our sleeves and organize, lead, participate in, and contribute to all types of service projects ---from building Habitat for Humanity houses, to collecting suits for Dress for Success, to supporting local education programs and food banks. We appredate that our profession affords us certain advantages, and we wholeheartedly believe in giving back. At our firm, having diversity and inclusion as core values Is more than just the right thing to do — it's a key to our growth and success, as well as the success of our clients. We are unique among our peers in that we have a partner dedicated full-time to the promotion of our diversity and inclusion strategy. We recognize that women and members of historically underrepresented groups bring distinct views and life experiences that allow us to transcend cultural, gender, and political issues around the globe. We have a Diversity Committee and a Women's Initiative Team, each which work to recruit, retain, and advance our lawyers. We strive to lead the way in the area of diversity and inclusion both across the firm as a whole, as well as in each particular area of law, creating and retaining a high-performance team of diverse legal professionals for our clients. As a result, we've seen many of our clients expand in their own diversity and female leadership. As in all matters, we are in close step with them. To learn more about our Firm's accomplishments, please visit: www.andrewskurth.com. The Firm's Policy Committee serves as the principal governance body of the law firm. The current members of the Policy Committee are listed on the Firm's website which may be accessed at the following link: http://www.andrewskurth.com/about-leadership,html. Robert V. Jewell currently serves as the Firm's managing partner. Our Practices • Corporate • Corporate Compliance, Investigations and Defense • Energy • Environmental • Financial Restructuring • Intellectual Property • International • Labor and Employment • Litigation and Dispute Resolution • Probate • Public Law • Real Estate • Tax Our Industries • Art, Museum and Cultural Property • Aviation ■ Banking/Financial Services • Construction • Education and Research ■ Energy • Finance • Franchise • Government • Health Care • Higher Education • Hospitality and Hotels • Insurance • Life Sciences • Manufacturing and Sales • Maritime and Offshore Drilling • Real Estate ■ Restaurant • Sports/Entertainment ■ Technology Overvew of Hunton & Williams LLP Hunton & Williams LIP is a global law firm with more than 725 lawyers serving clients from offices across the United States, Europe and Asia. With an industry focus on energy, financial services, consumer products and retail, and real estate, the firm's vast experience spans all legal disciplines, including corporate transactions and securities law, energy and infrastructure, international and government relations, regulatory law, privacy and cybersecurity, and commercial litigation. 725 lawyers f years of service Au IM1 hD gIOf 22 languages spoken New Ylr1 Wathlnpyl iJC TysM' Rrchmnnd Nodat. Rawyh Cnaian, Man!. Aim. Da*as "" -• London Focus on Client Service "They are true partners in terms of legal services and business knowledge." — Chambers USA, 2017 "They really know what they're doing. They know the law, analyze it, and are able to give good advice." — Chambers USA, 2017 "The firm provides wonderful client service. Clients are at the center of how the lawyers think." — Chambers USA, 2017 "They are kncwledgeable, responsive, creative and a pleasure to work with. No weaknesses to note." — Chambers USA, 2016 "An outstanding team with all expectations met and exceeded." — Chambers Global, 2016 "They're far and away above the typical law firm." - Chambers Global, 2015 ROAD Tar "The pace of business in a global economy seems to accelerate with each passing day. At Hunton & Williams, client service means anticipating client needs, delivering creative solut.ons and being available to our clients wherever and whenever they need us--24 hours per day, seven days per week, every day of the year." Firm Managing Partner Wally Martinez HUNTON ILLIAMS Awards and Recognition • Firm and lawyers are consistently ranked by Chambers & Partners, Legal 500 and other recognized guides • 14 partners designated "Local Litigation Stars," 4 partners designated "Top Litigator Under 40" and 9 partners designated as "Future Stars," Benchmark Litigation, 2018 • Member of the BTI Client Service A -Team for 16 years, BTI Consulting Group • Recognized among top firms with standout Clientopia Relationships: Overall, BTI Consulting Group, 2017 • 28 firm practice group and 76 individual lawyer rankings; 19 individual lawyers ranked Band 1— Chambers USA, 2017 • Highlighted for work in Banking & Finance, Capital Markets: Securitization, Climate Change, Corporate/M&A, Data Protection, Energy: Electricity, Outsourcing, Privacy & Data Security, Projects & Energy, and Projects: Renewabies & Alternative Energy — Chambers Global, 2017 • Tier 1 Rankings in Cyber Crime, and Data Protection & Privacy; Tier 2 rankings in Energy: Renewable/Alternative, Environment: Litigation, Environment: Regulatory, and Technology: Outsourcing; Tier 3 rankings in Project Finance: Advice to Lender, Real Estate, REITs and Structured Finance; Tier 4 ranking in Project Finance: Advice to Sponsor; Tier 5 ranking in Mergers & Acquisitions: Middle Markets (sub-$500m) — Legal500 United States, 2017 • Named 2017 Environment Law Firm of the Year — Chambers USA Awards 2017 • Awarded Restructuring of the Year, Global M&A Network M&A Advisor 2017 • Awarded USA Deal of the Year, $500-750 Million Markets, 2016, Americas M&A Atlas Awards • Named USA Law Firm of the Year, Outstanding Middle Market M&A Firms, Global M&A Network M&A Atlas 2017 • Named #1 Global Leader for Privacy and Data Security in each of Computerworld's four surveys • Named one of the 100 Best Workplaces for Women, Great Places to Work and Fortune Magazine, 2016 • Received a 95 percent rating, Human Rights Campaign Foundation's Corporate Equality Index, 2018 • Named one of the 50 Best Law Firms for Women, Working Mother Media, 2017 Full Service Capabilities Practices Advertising and Marketing Banking and Finance Bankruptcy, Restructuring and Creditors' Rights Capital Markets and Securities Competition and Consumer Protection Corporate Corporate Governance and Board Advisory Energy Environmental Government Relations Health Care Immigration Insurance Coverage Intellectual Property Labor and Employment Litigation Mergers and Acquisitions HUNTON WILLIAMS Outsourcing, Technology and Commercial Contracting Privacy and Cybersecurity Private Equity Public -Private Partnerships and Infrastructure Real Estate, Development and Finance Regulatory Renewable Energy and Clean Power Structured Finance and Securitization Tax White Collar Defense and Internal Investigations Regions Africa Asia Pacific China Europe India Latin America North America Industries 3D Printing Energy Financial Services Food Industry Health Care Hospitality Life Sciences Real Estate Investment and Finance Retail and Consumer Products Telecommunications Unmanned Systems Group ANDREWSKURTH KENYON Mark B. Arnold Partner markarnold@andreorskurth.com Houston 600 Travis, Suite 4200, Houston, TX 77002 P: +1.713.220.3938 I F +1,713,220.4285 BIOGRAPHY Mark practices in the public law and real estate areas. His work includes all facets of commercial real estate and construction practice, with an emphasis on the development, construction, leasing, and public and private financing of public projects such as sports, recreation and entertainment facilities, convention centers, hotels and educational facilities. He also advises clients in structuring and implementing creative economic development techniques such as Chapter 380/381 grants, 4A/413 financings, tax increment financing and tax abatements. Mark also has extensive experience in the leasing, acquisition, development, financing and rehabilitation of hotels, multifamily projects, restaurant s tes and shopping centers. REPRESENTATIVE EXPERIENCE • Represented Landry's Restaurants, Inc. in connection with the acquisition of the Golden Nugget Hotel and Casino in Las Vegas and Laughlin, Nevada, the acquisition of the Trump Marina Hotel and Casino in Atlantic City, New Jersey, the acquisition of the Isle of Capri Hotel and Casino in Biloxi, Mississippi, and the acquisition of the Golden Nugget Lake Charles Casino and Resort • Represented the Harris County -Houston Sports Authority in connection with the development of Minute Maid Park, Reliant Stadium, Toyota Center and Dynamo Stadium, each in Houston, Texas • Represented the City of Sugar Land, Texas in connection with the development of a minor league baseball stadium and a 6,500-seat performing arts center = Represented the City of Cedar Park, Texas in connection with the development of the Cedar Park Event Center in partnership with the INDUSTRIES Banking Banking/Finance Construction Government Hospitality Hotel Public Finance Real Estate Restaurant Sports/Entertainment PRACTICE AREAS Project Finance Public Finance Public Law Public Procurement Public -Private Partnerships (P3s) Real Estate EDUCATION 3D, 1991, Columbia Law School, Harlan Fisk. Stone Scholar AB, 1988, with distinction, Economics, Cornell University, Phi Beta Kappa ADMISSIONS Texas 1991 ANDREWSKURTH KENYON Mark B. Arnold, Continued 1 Dallas Stars • Represented the developer in connection with the development of the Grand Hyatt Convention Center Hotel in San Antonio, Texas and the related Alteza Residential Condominiums INSIGHTS • Texas Public Information Act (February 3, 2017) • Recent Supreme Court Opinions Change the Landscape of Government& Immunity (April 21, 2016) PROFESSIONAL RECOGNITION • Who's Who in Law, Real Estate, Houston Business Journal (2015) • Profiled as one of "Texas' Top Rated Lawyers" by ALM in Real Estate (2012) • The Best Lawyers in America, Real Estate Law (2006-2018) • Profiled as one of the leading Real Estate (2008-2017) lawyers in Texas, Chambers & Partners USA: America's Leading Business Lawyers • Profiled as one of the leading Real Estate (2010-2012, 2014-2015) lawyers in the United States, The US Legal 500 • Recognized as a Texas Super Lawyer in Real Estate, Super Lawyers by Thomson Reuters (published in Texas Monthly) (2004-2017) • Recognized as a Texas Rising Star, Super Lawyers by Thomson Reuters (published in Texas Monthly) (2004) BRIEFINGS, SEMINARS & SPEECHES Speaker - University of Houston Law Center I Life after the World Series: Impacts on Houston and the Greater Community (2017) Panelist - "Special Districts and Economic Development," 2013 Bond Buyer Conference, Austin, Texas (2013) Panelist - "A Different Approach to Economic Development in Texas," 2012 Bond Buyer Conference, Austin, Texas (2012) Speaker/Author - "Survey Checklist: A Guide for Reviewing Surveys," Thirteenth Annual South Texas College of Law Real Estate Law Conference (1997) Co -Author - "Letters of Intent and Other Preliminary Agreements Involving Real Property," Third Annual State Bar of Texas Advanced Real Estate Drafting Course (1992) ANDREWSKURTH KENYON 'Mark B. Arnold, Continued AFFILIATIONS • Houston Bar Association • Congregation 5hma Koleinu, Chair -Facilities Committee • Congregation Emanu El, Former Member -Board of Trustees and Former Chair, Membership Committee • Neartown Little League, Former Member -Board of Directors and Member -Advisory Committee IN THE NEWS • Featured in "Arnold Has Quietly Been Building Big Things in the City of Houston and Around the Country," Sportsmap (November 10, 2017) NEWS • Andrews Kurth Kenyon Elects 2017-2018 Policy Committee (October 17, 2017) • 39 Andrews Kurth Kenyon Lawyers Named in Texas Super Lawyers 2017 (September 5, 2017) • 54 Andrews Kurth Kenyon Lawyers Named Best Lawyers in America 2018 (August 15, 2017) • Andrews Kurth Kenyon Receives High Marks from 2017 Chambers & Partners USA Guide (May 30, 2017) • Andrews Kurth Kenyon LLP Selected as Counsel to Las Vegas Stadium Authority (January 26, 2017) • 39 Andrews Kurth Lawyers Named in Texas Super Lawyers 2016 (September 6, 2016) • Andrews Kurth Elects 2016-2017 Policy Committee (August 29, 2016) • 53 Andrews Kurth Lawyers Named Best Lawyers in America 2017 (August 15, 2016) • Andrews Kurth Receives High Marks from 2016 Chambers & Partners USA Guide (May 27, 2016) • 37 Andrews Kurth Lawyers Named in Texas Super Lawyers 2015 (September 8, 2015) • Andrews Kurth Elects 2015-2016 Policy Committee (August 25, 2015) • 57 Andrews Kurth Lawyers Named Best Lawyers in America 2016 (August 17, 2015) • The 2015 Legal 500 Guide Ranks Andrews Kurth in 14 Practice Areas (June 4, 2015) • Andrews Kurth Receives High Marks from 2015 Chambers & Partners USA Guide (May 19, 2015) • 38 Andrews Kurth Lawyers Named in Texas Super Lawyers 2014 (September 5, 2014) • Andrews Kurth Elects 2014-2015 Policy Committee (August 25, 2014) • 59 Andrews Kurth Lawyers Named Best Lawyers in America 2015 (August 18, 2014) • Andrews Kurth Represents NRG Energy in $1 Billion Carbon Capture Joint Venture with JX Nippon Oil & Gas (July 15, 2014) • The 2014 Legal 500 Guide Ranks Andrews Kurth in 13 Practice Areas (June 27, 2014) • Andrews Kurth Receives High Marks from 2014 Chambers & Partners USA Guide (May 23, 2014) • 41 Andrews Kurth Lawyers Named in Texas Super Lawyers 2013 (September 9, 2013) • 61 Andrews Kurth Lawyers Named Best Lawyers in America 2014 (August 15, 2013) • Andrews Kurth Receives High Marks from 2013 Chambers & Partners USA Guide (May 24, 2013) • 35 Andrews Kurth Lawyers Named in Texas Super Lawyers 2012 (September 10, 2012) ANDREWSKURTH KENYON Mark B. Arnold, Continued • 62 Andrews Kurth Lawyers Named Best Lawyers in America 2013 (August 23, 2012) • Andrews Kurth Receives High Marks from 2012 Chambers & Partners USA Guide (June 15, 2012) • The 2012 Legal 500 Guide Ranks Andrews Kurth in 12 Practice Areas (June 6, 2012) • 54 Andrews Kurth Lawyers Named Best Lawyers in America 2012 (September 22, 2011) • 35 Andrews Kurth Lawyers Named in Texas Super Lawyers 2011 (September 12, 2011) • 33 Andrews Kurth Lawyers Named in Texas Super Lawyers 2010 (September 10, 2010) • 49 Andrews Kurth Lawyers Named Best Lawyers in America 2011 (August 16, 2010) • 35 Andrews Kurth Lawyers Named in Texas Super Lawyers 2009 (September 16, 2009) • 46 Andrews Kurth Lawyers Named Best Lawyers in America 2010 (August 10, 2009) • Six Andrews Kurth Partners Featured in 2009 Super Lawyers May Corporate Counsel Edition (May 14, 2009) • Thirty -Five Andrews Kurth Partners Named in Texas Super Lawyers 2008 (October 3, 2008) • Thirty -Six Andrews Kurth Partners Named in Texas Super Lawyers 2007 (October 2, 2007) • Andrews Kurth Represents Landry's Restaurants, Inc. in Las Vegas Casino Purchase (February 4, 2005) • Andrews & Kurth Adds Public Finance and Public Law Practice, 5 Partners Join Houston Office (March 13, 2001) SERVICES Industries Real Estate Investment and Finance Practices Real Estate, Development and Finance Acquisitions and Dispositions Commercial Real Estate Lending Construction Finance and Restructuring Land Use and Development Leasing EDUCATION ID, Boston College Law School, 1979 BS, Union College, 1976 BAR ADMISSIONS New York HUNTON WILLIAMS 01 Carl F. Schwartz Partner cschwartz@hunton.com New York +1 212 309 1070 direct Carl has been lead counsel on some of the highest -profile real estate deals around the country. He takes an incisive approach to structuring and closing complex transactions, combining creativity with a strong business perspective. As a result, his client roster contains the names of many people he once sat across from but now sits next to at the bargaining table. In Chambers USA, 2016, a client described him as "a great lawyer," "a smart, no- nonsense guy who can come to sensible resolutions and get deals done." "He is a deal maker, not a deal breaker," the client added. Carl is an accomplished negotiator and skilled legal advocate with more than 35 years of experience. He is co-head of Hunton & Williams' global real estate practice and advises a diverse, distinguished clientele: prominent owners and developers — including REITs and private equity funds —in their real estate acquisitions, dispositions, developments, financings, workouts, restructurings and joint ventures; major institutional lenders in mortgage, mezzanine and construction financings; and owners and tenants in significant commercial lease transactions. He also has served as counsel in several of the nation's largest Historic Tax Credit transactions. An active presence in the field, Carl often moderates panel discussions on industry trends. Major media outlets —among them The Wall Street Journal, Crain's New York Business, CNBC and The Real Deal —frequently seek his insights on real estate law and business. His professional acumen led to a profile in The New York Times article "finding a True Passion in Real Estate law." In his spare time, Carl plays bass guitar in the rock band "Normal by Day." Coupling his musical talent with charity work, he organizes the annual fundraising concert Real Estate Rockers in Relief, which features performances by leading real estate executives and their bands. Relevant Experience Represented ASRR 8955 LLC, an affiliate of Israel -based ASRR Capital LTD, in connection with a $90 million construction loan that will fund the development of ultra -luxury condos in Surfside, Florida. Represented Pebblebrook Hotel Trust in its dissolution of a partnership with Denihan Hospitality Group in the ownership of six Manhattan hotels. Represented DTH Capital Inc. in connection with the sale of 63 and 67 Wall Street. The properties constitute two of the largest Wall Street residential conversions in history, comprise an entire block of Downtown Manhattan and consist of over 800 residential rental apartments. Represented Downtown Holdings in the $500 million redevelopment of 70 Pine Street, the formerAlG building in Manhattan. Represented World Wide Group on a $700 million mixed -use project on East 57th Street in Manhattan. World Wide Group has already constructed two new schools and a Whole Foods at the site, and a 59-story residential tower is planned. Represented Savanna, in a joint venture with KBS Capital Advisors, in the acquisition of 110 William Street. The 32-story office tower, sold for $261 million, is located in Manhattan's Financial District. • Represented World Wide Group in the $300 million sale of six contiguous buildings on 60th Street in Manhattan directly across from the Bloomingdale's flagship store. The sale also included the transfer of air rights and zoning bonus certificates incidental to the subject site. • Represented a Tishman Speyer sponsored fund in the $316.5 million acquisition of One Channel Center, a premier office complex in the revitalized and rapidly developing Seaport District of Boston, Massachusetts. • Represented a real estate investment trust in conjunction with a large hospitality group that owns six upscale hotels in New York in its $410 million interest -only, nonrecourse secured loan. • Represented a large REIT in connection with a deed -in -lieu transaction, which included nine office properties located in Kansas, Minnesota, Missouri and Nebraska that secured a $122.6 million securitized loan. • Represented a commercial real estate developer in a joint venture with a Saudi investor to purchase a development site in the Nolita neighborhood of Manhattan. The site, currently a parking garage, will be redeveloped as a luxury condominium. Represented Rockwood Capital in connection with its acquisition of 2 Grand Central Tower in Manhattan. Represented a real estate developer in the restructuring of its mortgage financings on an office building located in Las Vegas, Nevada, which was acquired fora premium at the height of the market in 2007. After more than two years of workout discussions, we were able to lead the group to a broad and favorable settlement. HUNTON WILLIAMS Represented a leading real estate developer in the $64 million permanent financing of a state-of-the-art, six -story, 138,700-square-foot office building located in Mountain View, California. The property was developed in 2002 and is widely viewed as one of the best buildings in the market. Represented DTH Capital Inc. in connection with a $240 million construction loan with respect to 20 Exchange Place, a landmark Art Deco building in New York City. Represented a joint venture between two prominent real estate investment companies in the $100 million sale of a portfolio of multifamily buildings, all located on the Upper East Side of Manhattan. • Represented Cadence Property Group in connection with the origination of a $24.65 million construction loan to renovate and develop the former Radio City Post Office in New York into a new luxury condominium building called The Sorting House. • Represented RBH Group in connection with the $150 million Teachers Village project, a mixed -use development that former Newark Mayor Cory Booker says will "transform downtown Newark." Awards & Recognition Recognized as a Leader in Real Estate, New York, Chambers USA, 2011-2017. • 5elected as a Super Lawyer for Real Estate Law, New York Super Lawyers magazine, 2008-2016. A description of the selection methodology can be found on Super Lawyers' webpage. • Selected as a Best Lawyer for Real Estate Law, Best Lawyers in America, 2014- 2016. A description of the selection methodology can be found on Best Lawyers' webpage. • Listed for Real Estate, Legal 500 United States, 2007-2008, 2012-2017. Events • Speaker, Real Estate and Cyber Attacks: Why You're Not Above the Risk, January 9, 2018 • Speaker, Distressed Loans (Mortgage and Mezzanine): The Lender's Perspective,. August 16, 2017 • Sixth Annual Real Estate Rockers in Relief, May 17, 2017 Moderator, Keynote Interview: Chris Schlank and Ofer Yardeni, Bisnow's New York City State of the Market, September 2016 • Moderator, Keynote Interview: Robert Lapidus and Paul Pariser, Bisnow's New York City State of the Market, October 22, 2015 • Chair and Moderator, Historic Tax Credit Roundtable, July 24, 2013 • Moderator, Keynote Panel: Owning New York - Real Estate Highs, Lows & What to Expect in 2013, IMN's Borrower & Investor Forum on Real Estate Mezzanine Financing & Subordinated Debt, November 27, 2012 HUNTON WILLIAMS Publications • Building Relationships: New York Real Estate Highlights, Fall 2016, November 9, 2016 • Building Relationships: New York Real Estate Highlights, Fall 2015, November 3, 2015 • Building Relationships: New York Real Estate Highlights, Fall 2014, October 15, 2014 HUNTON WILLIAMS SERVICES Industries Food Industry Hospitality Real Estate Investment and Finance Practices Real Estate, Development and Finance Construction Commercial Real Estate Lending Acquisitions and Dispositions EDUCATION JD, Southern Methodist University, 1981 He, Southern Methodist University, 1977 BAR ADMISSIONS Texas HLTNTON WILLIAMS Michael F. Albers Partner malbers@hunton.com Dallas +1 21.4 468 3302 direct Mike!'s practice focuses on construction law and commF?rcial and industrial real estate development. Mike is an Adjunct Professor at Southern Methodist University School of Law in Dallas, Texas. He is also on the teaching faculty of the Design Build Institute of America and on the panel of Arbitrators and Mediators for the American Arbitration Association. Mike has been a speaker at numerous programs concerning construction law, including the Practicing Law Institute's Construction Contracts Seminars, the Texas Bar Advanced Real Estate Program, the ABA/Joint Program on Bankruptcy in the Construction Industry, Southern Methodist School of Law's Continuing Legal Education Program, CLE International, Design -Build Institute of America, Lorman Education Services and the State Bar of Texas Annual Construction Law Conference. Relevant Experience Representation of public and private owners, developers, lenders and contractors in construction transactions, documentation and dispute resolution proceedings, as well as project acquisition, financing and development activities. • Transactional aspects include multi -family, office building and shopping center projects, corporate headquarters projects, hospitals, health care and senior living facilities, hotels, resorts and golf courses, manufacturing, industrial, co- generation, highway and rail projects. • Representations involving both professional and collegiate sports arenas, as well as the representation of mass transit authorities. • Focuses on commercial, residential and retail mixed use facilities and on manufacturing and industrial plant and facility construction and expansion projects. • Representations of nationally recognized firms in food processing plants and distribution centers, tire manufacturing plants and a wide variety of other production facility projects. • Representations in dispute proceedings, involving arbitrations, mediations and other alternative dispute resolution proceedings for owners, developers, educational institutions, hospitals and construction joint ventures. • Representations in the health care industry, including construction and development of new hospitals and medical office buildings, expansions of existing campuses, and construction of senior living and assisted care facilities. Mernberships • Member, American Arbitration Association • Member, Dallas Bar Fellows • Member, Dallas Bar Association • Member, College of the State Bar of Texas Awards & Recognition Recognized as a Leader in the Field, Real Estate: Construction, Texas, Chambers USA, 2004-2017 • Selected for inclusion in The Best Lawyers in America, 2005-2011. A description of the selection methodology can be found on Best Lawyers' webpage. • Named a `'Texas Super Lawyer" by Texas Monthly, 2005-2011. A description of the selection methodology can be found on Super Lawyers' webpage. Publications • Author, Design Build Contracting Claims, Aspen Publishing, 1999-2002 • Author, Construction Law Update, Aspen Publishing, 1995-2007 • Author, State -by -State Guide to Architect, Engineer, and Contractor Licensing, Aspen Law & Business, 1995-2011 • Author, Risk Allocation Through Indemnity Obligations, South Carolina Law Review, Vol. 40, No. 4, 1995 • Author, Fifty State -by -State Construction Lien and Bond Law, Wiley Law Publication, 1992-2011 • Author, Southern Methodist University Law Review: Annual Survey -- Construction Law, 1991-1999 • Author, Construction Subcontracting: A Legal Guide for Industry Professionals, Wiley Law Publication, 1991 • Author, Proving and Pricing Construction Claims, Wiley Law Publication, 1990 • Author, Construction Failures, Wiley Law Publication, 1989 HUNTON WILLIAMS SERVICES Industries Real Estate Investment and Finance Practices Acquisitions and Dispositions Commercial Real Estate Lending Construction Hotel REITs Finance and Restructuring Land Use and Development Leasing Mortgage REITs Private Equity Private Investment Funds Real Estate Capital Markets Real Estate, Development and Finance EDUCATION JD, Brooklyn Law School, 1999 BS, University at Buffalo, 1995 HUNTON WILLIAMS Laurie A. Grasso Partner lgrasso@hurtiton.com New York +1 212 309 1060 direct M Laurie, ar accomplished deal maker, takes a client -focused approach to her real estate practice, often acting as in-house counsel for her clients and becoming a trusted member of their businesses. Laurie has a long list of clients who have been with her since the beginning of her practice and appreciate her ability to adeptly and efficiently handle any type of real estate deal. Laurie represents real estate private equity funds, companies, institutional REITs, investors and other property owners in structuring and closing real estate transactions such as acquisitions and dispositions, developments, financings, portfolio transactions, preferred equity investments, leasing and real estate joint ventures. Her work touches all asset classes, including office, multifamily, mixed - use, hospitality, retail and condominium. She also maintains an active capital markets and fund practice, representing investors in joint venture transactions and sophisticated fund structures. Laurie is a frequent speaker and is sought after by industry publications for her professional insights. While at her former firm, she distinguished herself by becoming one of the youngest partners in the firm's history at age 33. Most recently, Real Estate Forum selected Laurie for induction into the ""Women of Influence Hall of Fame," recognizing her longtime contributions to the commercial real estate industry. She is one of only foal- law firm partners nationally to ever be inducted into the Hall of Fame, and one of 25 women to ever be recognized. Relevant Experience Represented Savanna in its $126 million purchase of a 12-story office building, with ground -floor retail, located in the NoMad neighborhood of Manhattan. Savanna plans to transform the property by undertaking strategic renovations and repositioning the ground -floor retail. Represented Cove Property Group in the acquisition and development of 441 Ninth Avenue in Manhattan for $330 million. Represented L+M and Savanna in the $315 million sale of Savoy Park Apartments to Fairstead Capital. BAR ADMISSIONS New Jersey New York HUNToN WILLIAMS Represented World Wide Group in the $70 million acquisition and related financing of 42-15 Crescent Street, Long Island City, Queens, New York. During the contract period, the 124-unit rental property near Queens Plaza South was under redevelopment by the seller, being converted from an office building. Represented Pebbiebrook Hotel Trust in its $118 million sale of the Dumont NYC, a 252-room hotel, adjoined by a residential rental building with ground floor commercial space, located in the Murray Hill neighborhood of New York City. Represented RBH Group in its $20M acquisition and planned redevelopment of 370 Asylum Street in Hartford, Connecticut. The project will transform and repurpose a long -vacant commercial building in downtown Hartford, Connecticut, into a vibrant and dynamic mixed -use space. The project, known as Teachers Corner Hartford, will be comprised of luxury market -rate and affordable residential units, pre -marketed to local education professionals, and will feature a suite of amenities including space for educational opportunities and cultural performances, as well as restaurant and retail components. • Represented Savanna in connection with securing $45 million in financing for the commercial building located at 1825 Park Avenue in the Harlem neighborhood of New York City. The office and retail building is 12 stories with 135,000 square feet of space and is located in Harlem's 125th Street corridor. • Represented World Wide Group in the acquisition of SkyHouse Raleigh, an ultra - luxury residential tower in Raleigh, North Carolina for $103 million, setting a new Triangle market record for multifamily properties. • Represented World Wide Group in the $103.5 million acquisition of 110 Green Street, Brooklyn, New York, a 130-unit rental property located in the Greenpoint neighborhood of Brooklyn. The transaction represents the first residential sale in excess of $100 million in the neighborhood. Hunton also represented World Wide Group on the $50 million acquisition loan for this project. • Represented World Wide Group in the $165 million permanent refinancing of QLIC, a 421-unit residential rental property in Long Island City, with a CMBS loan from Natixis Real Estate Capital. • Represented Vanbarton Group in the $133 million acquisition of Riverdale Crossing, a 159,037-square-foot shopping center in the Bronx. • Represented Chatham Lodging Trust in a joint venture to acquire a 52-hotel, 5,976-room portfolio for approximately $1.1 billion, including the acquisition of four premier hotels in Massachusetts and Texas for approximately $106 million. • Represented Savanna in the sale of a Class A office building located at 100 Wall Street in Lower Manhattan to Cornerstone Real Estate Advisors for $275 million. Savanna was able to make significant capital improvements to the 29-story building since it acquired the property in 2011. • Represented Vanbarton Group, LLC in the $76 million acquisition and financing of 33 Caton Place in Windsor Terrace, Brooklyn. The property, an eight -story luxury rental building known as The Kestrel, is just steps from Prospect Park. • Represented Downtown Holdings in the $500 million redevelopment of 70 Pine Street, the former AlG building. • Represented Chatham Lodging Trust in the acquisition of a 51-hotel, 6,848- room portfolio from a joint venture in two separate transactions for a combined total purchase price of $1.3 billion. • Represented Savanna in the acquisition and financing of 95 Evergreen Avenue, a 170,000-square-foot warehouse building in Bushwick, Brooklyn that was originally constructed as the historic Schlitz Brewery and is currently being redeveloped for retail and office use. Represented a prominent New York investor in making a preferred equity investment with a New York developer to acquire multifamily assets in the New York metropolitan area. The investment is structured as a programmatic joint venture that allows the developer to aggregate a portfolio of assets for sale to an institutional investor. Represented a prominent New York developer in its strategic joint venture with another prominent New York developer to acquire an existing historic building in upper Manhattan from a non-profit organization. The project will be redeveloped and repurposed as a mixed -use development, including a high-rise residential tower. • Represented Aria Development Group in making a preferred equity investment with The Bernstein Companies to acquire a vacant office building located in Hyattsville, Maryland to be converted to multifamily apartments. • Represented Savanna in the $86 million acquisition of 461 West 14th Street, a 25,000-square-foot corner retail property located underneath the High Line in Manhattan. • Represented Chatham Lodging Trust in connection with the $55.7 million mortgage loan refinancing of three hotels located in Texas, Massachusetts and California. • Represented the World Wide Group on a $700-million, mixed -use project on East 57th Street in Manhattan. Also, handled the $450 million construction loan facility from Starwood to finance a 59-story residential tower. • Represented Savanna, in a joint venture with KBS Capital Advisors, in the acquisition of 110 William Street. The 32-story office tower, sold for $261 million, is located in Manhattan's Financial District. • Represented Aria Development Group in a note acquisition and deed -in -lieu transaction at 321 Ocean Drive, Miami. Also, handled the construction loan and the development of the high -end condominium project in South Beach. • Represented Savanna in the sale of415 Eighth Avenue in Manhattan, a development site uniquely located across from Penn Station, the newly renovated Madison Square Garden, and the Farley Post Office/future Moynihan Station. • Represented a commercial real estate developer in a joint venture with a Saudi investor to purchase a development site in the Nolita neighborhood of Manhattan. The site, currently a parking garage, will be redeveloped as a luxury condominium. • Represented affiliates of RBH Group LLC in the redevelopment of 212 Rome Street, Newark, New Jersey, as an indoor aeroponic farm. The project, to be known as Makers Village, is a 69,000-square-foot building in the Ironbound HUNToN WILLIAMS District of Newark that will be completely renovated and enlarged specifically for its new tenant, AeroFarms. Represented Savanna in the acquisition of a 20,676-square-foot retail condominium at 1107 Broadway/10 Madison Square West. The retail space, part of a 16-story building with 125 luxury residential condominiums, includes approximately 12,000-square-feet of prime corner ground floor space and 4,800-square-feet of basement selling space. • Represented a foreign family office in the investment of equity into two hotels in Brooklyn. • Representation of an all -girls private school, in connection with obtaining a bridge loan and its purchase of 115 East 97th Street in New York, where it will later construct a school. This representation also includes a bond financing. • Represented a commercial real estate developer, as a co-sponsor and investor, with the acquisition of a site in the Boerum Hill section of Brooklyn. The sale marked the highest price per -buildable -square -foot ever paid for a development site of this size in Brooklyn. • Represented Aria Development Group in the acquisition of a development site in downtown Miami. Assisted them with the hotel management agreement and operating agreement, with a foreign investor for the development of a hotel and residential complex. • Represented RBH Group in connection with the $150 million Teachers Village project, a mixed -use development that Mayor Cory Booker says will "transform downtown Newark." • Represented a large holdings company in a complex leasehold financing. • Represented a real estate development group in various joint ventures for the acquisition of underdeveloped sites in Miami, Florida for redevelopment into residential condominiums. • Represented a national hospitality REIT in a $50 million financing for the acquisition of a hotel property in Seattle, Washington. • Represented a national hospitality REIT in extending and adding collateral to a $225 million corporate credit facility. • Represented a real estate development group in a joint venture for the $550 million development of a mixed -use building on the Upper East Side of Manhattan, on land that is ground leased from the NYC Educational Construction Fund. • Represented Savanna Partners in the sale of a 26-story office building located at 2 Rector Street in Lower Manhattan for $140 million. Memberships • Co-founder, Real Women of Real Estate Awards & Recognition • Named among Women of Influence Hall of Fame, Real Estate Forum, 2017 • Named among Women of Influence, Real Estate Forum, 2016 • Named a NYC Power Woman in Real Estate, Bisnow, 2015 HUNTON WILLIAMS • Named among Women in Real Estate, New York Real Estate Journal, 2016 • Recognized as a Leader in Real Estate, New York, Chambers USA, 2016 • Named among Top 15 Women in Real Estate, Sokol Media, 2015 • Selected as a Top 50 Female Attorney for Real Estate Law, New York Super Lawyers magazine, 2015 — 2016. A description of the selection methodology can be found on Super Lawyers' webpage. • Selected as a Super Lawyer for Real Estate Law, New York Super Lawyers magazine, 2014 — 2015. A description of the selection methodology can be found on Super Lawyers' webpage. • Selected as a Rising Star for Real Estate Law, New York Super Lawyers magazine, 2012 — 2013. A description of the selection methodology can be found on Super Lawyers' webpage. • Three -time recipient of Most Ingenious Deal of the Year award, REBNY Named among Women of Influence, Real Estate New York, 2008, 2009, 2011 • Named among Women of Influence, Real Estate Forum, 2011 • Listed for Real Estate, Legal 500 United States, 2008, 2012, 2016 • Named among 35 under 35, Real Estate Forum, 2007 Events Panelist, Mezzanine Debt vs. Preferred Equity: What's Right for You, February 15, 2017 • Panelist, Institutional Investor Forum, Real Estate Finance and Investment, February 7, 2018 • Panelist, The Property Business: Adapting to an On Demand Service Economy, Yeshiva University Real Estate Executive Circle, January 29, 2018 • Planning Committee Lead, She Builds 2017, A Community Service Event Refurbishing Two Brooklyn Women and Children's Shelters, September 2017 • Panelist, Real Estate Finance & Investment Breakfast Briefing: Apartments in the City of the Future, December 14, 2016 • Chair, Hunton in the Hamptons Real Estate Client Reception, July 2016 • Chair, Historic Tax Credit Roundtable, July 24, 2013 • Panelist, Post -Storm, Post -Election, Pre-2013: What's our Status and What is Coming, Young Mortgage Bankers Association Fall Luncheon & Panel Discussion, November 29, 2012 Publications • Author, Preferred Equity: the Preferred, Negotiable Financing, Commercial Observer, February 2017 • Building Relationships: New York Real Estate Highlights, Fall 2016, November 9, 2016 • Building Relationships: New York Real Estate Highlights, Fall 2015, November 3, 2015 HUNTON WILLIAMS SERVICES Practices Public -Private Partnerships and Infrastructure Energy and infrastructure Capital Markets and Securities Public Finance EDUCATION JD, Pepperdine University School of Law, 1983 BA, University of Richmond, 1977 BAR ADMISSIONS Virginia HUNTON WILLIAMS John D. O'Neill, Jr. Partner joneill@hunton.corn Richmond +1 804 788 8406 direct As head of the P3 and Infrastructure practice, John's practice focuses on public -private infrastructure development, public finance, capital finance and complex commercial lending. John is among the few lawyers nationally with substantial experience on both the project development and the public finance sides of structuring transactions for a broad range of public and private infrastructure projects, including airports, roads and highways, convention and conference centers, educational facilities, government administrative facilities and water and wastewater facilities. John also serves as co-head of the firm's Business Practice Group that includes its corporate, energy and infrastructure, capital finance and real estate and tax and ERISA teams. He previously served as the first Managing Partner of the firm's Richmond office and as head of the firm's Public Finance practice group. Relevant Experience Serves as the lead attorney on the firm's appointment as counsel on privatization matters for the Virginia Office of P3s, including its current procurement for the design, build, finance, operate and maintain of the $2.1 billion Transform 66 P3 Project and the current development of the expansion of the Hampton Roads Bridge Tunnel. • Serves as project counsel to one of the shortlisted consortia bidding to design, build, finance, operate and maintain a $1.9 billion flood diversion project in Fargo, North Dakota. • Serves as project counsel to the concessionaire to develop, construct, finance, operate and maintain SH 288 in the Houston, Texas area under a long-term toll concession P3 agreement. • Served as project counsel to the concessionaire under a design, build, finance, operate and maintain concession agreement for a freeway lighting project in the Detroit metro region of Michigan. • Served as counsel to the concessionaire of the 1-595 managed lanes project in connection with the refinancing of the original debt as the project is placed in service. Served as counsel to a 63-20 corporation that is the concessionaire in connection with the development, construction, operation, tolling and maintenance of the Route 460 Corridor Improvements project, a 55-mile limited access highway in Southeastern Virginia. Served as project counsel to sponsors bidding to develop, construct, finance and maintain a $1.5 billion replacement of the Goethals Bridge, a key transportation artery in the New York — New Jersey metropolitan area, under a long-term "availability payments" arrangement. Served as finance counsel and Virginia counsel to the concessionaire in connection with the development, construction, operation and maintenance of the 1-95 HOT Lanes project, an approximately $1 billion project consisting of managed toll lanes in Northern Virginia pursuant to a long-term P3 concession arrangement. Served as finance counsel and Virginia concessionaire counsel in connection with the development, construction, operation and maintenance of an approximately $2.1 billion underwater tunnel project in the Hampton Roads region of Virginia pursuant to a long-term P3 concession arrangement. Represented concessionaire in a long-term P3 concession arrangement for the development, construction and maintenance of an approximately $1.8 billion major roadway project in South Florida, that will contain both managed toll and general purpose lanes. Represented 63-20 corporation as finance and special project counsel in connection with the development, construction, operation and maintenance of the 1-495 Capital Beltway HOT Lanes project, an approximately $1.5 billion roadway project consisting of both managed toll and general purpose lanes in Northern Virginia pursuant to a long-term P3 concession arrangement. • Represented national real estate investment trust as project counsel in the development and financing of nearly $150 million in infrastructure improvements to support a nearly $500 million mixed -use project that will serve as the catalyst for redevelopment of an old suburban area in Northern Virginia. • Representing issuers as project counsel in connection with creation and use of special tax districts, community development authorities and tax increment and tax allocation districts to fund and finance project infrastructure. • Represented large Georgia city as bond counsel in multi -series issuance of bonds in excess of $300 million supported by tax increment financing to finance infrastructure for multi -billion mixed -used project on former brownfield site. • Represented large Virginia city as project and finance counsel in unique public - private partnership to develop Tong -planned central business district, supported by tax increment financing to finance key infrastructure and other public facilities such as a theater and parks. • Represented issuer in nearly $160,000.000 financing backed by hotel occupancy taxes to finance largest convention facility in Virginia. • Represented issuer in public -private joint venture to construct and operate outdoor performing arts concert facility. HUNTON -WILLIAMS • Handled the structuring and issuance of the first storm water facilities revenue bonds issued by a Virginia locality. • Significant experience representing airports in issuance of debt and in negotiations of airport use agreements. Memberships • Chair (2016-2018), Transportation Infrastructure and PPP Committee, Infrastructure and Regulated Industries Section, American Bar Association • Member, Virginia Bar Association • Member, Richmond Bar Association • Member, National Association of Bond Lawyers • Member, Past President, The Bond Club of Virginia • Fellow, Viaginia Law Foundation • Leadership Metro Richmond, Class of 2006 Clerkships • United States District Court, Eastern District of Virginia Awards & Recognition Fellow, American College of Bond Counsel Listed in The Best Lawyers in America for Public Finance Law, 2005-present. A description of the selection methodology can be found on Best Lawyers' webpage. Listed in Virginia Super Lawyers, published by Richmond Magazine, 2006- present. A description of the selection methodology can be found on Super Lawyers' webpage. Events • Panel Chair and Speaker, Spring Council Meeting, ABA Infrastructure and Regulated Industries Section, Tucson, AZ, March 25, 2017 • Speaker, Public Private Partnerships for Infrastructure in Virginia: What's the Deal, Virginia Bar Association Summer Meeting, Greenbrier, WV, July 25, 2014 • Speaker, Port Privatization, State of Illinois and the Great Lakes Commission, Chicago, IL, November 19, 2013 • Speaker, Port Privatization, American Association of Port Authorities, Boston, MA, April 10, 2013 • Speaker, Underwater Rescue: The ARRA (Stimulus Package Implementation), Local Government Attorneys Association of Virginia Fall Conference, November 29, 2009 HUNTON WILLIAMS Publications • Co-author, Getting to There from Here: What the Trump Administration's Infrastructure Program Might Look Like, Infrastructure, Winter 2017 • Co-author, Public Private Partnership Legislation: North Carolina, Practical Low Thomson Reuters, July 26, 2016 • Co-author, Rebuilding the Ivory Towers, Project Finance International: International Financing Review, June 15, 2016 • Annual Review: Infrastructure & Project Finance: United States (John O'Neill Q&A), Financier Worldwide, September 2012 • Talking Point: Public -private Partnerships In The US - Outlook For 2012 (John O'Neill interview), Financier Worldwide, April 11, 2012 Co-author, Economic Development Incentives in Virginia, A Local Practitioner's Handbook; published by the Local Government Attorneys Association of Virginia, 2005; updated 2010 HUNTON WILLIAMS SERVICES Industries Financial Services Health Care Real Estate Investment and Finance Practices Capital Markets and Securities Public Finance Colleges and Universities EDUCATION JD, University of Chicago Law School, 1995 MBA, Harvard University, 1990 BBA, Howard University, cum laude, 1986 BAR ADMISSIO NS Georgia HUNTON WILLIAMS Douglass P. Selby Partner dselby@hunton.com Atlanta +1404 888 4207 direct Doug's practice focuses on public finance including serving as bond and disclosure counsel to issuers and underwriters' counsel to investment banks for governmental and private activity bonds and corporate representation of governmental authorities as outside general counsel. Doug's experience includes advising, negotiating and documenting tax-exempt bond transactions for airports, stadiums, water & sewer systems, other governmental facilities and infrastructure, public -private partnerships (P3s) through TIF/TAD, PILOT and Property Assessed Clean Energy (PACE) district -backed financings and providing general corporate advice to governmental authorities. Doug also provides training to governmental finance and legal personnel on "Post - Issuance Tax Compliance" and compliance with "Continuing Disclosure" rules set out by MSRB Rule 15c-2-12. Doug also serves as Hiring Partner of the Atlanta office. Relevant Experience Represented large municipal development authority as special counsel, bond counsel and disclosure counsel in connection with documenting terms related to the development and financing of a new NFL stadium. • Represented large county government in negotiating and documenting incentives for location of a major league soccer (MLS) headquarters and training facility complex. • Represented a multijurisdictional recreation authority as bond and issuer's counsel in negotiating and documenting a double-barreled (tax -backed and contract -backed) revenue bonds for the construction of a NBA arena. • Represented large municipality in a P3 financing of a Convention Center Hotel secured by Tax -Exempt PILOT payments (payments -in -lieu -of -taxes). Represent large municipal airport in financing a new international terminal with GARBs and PFC Bonds; in addition to assisting in the establishment of a commercial paper program and negotiation of bank credit facility. • Represented large municipal issuer as bond counsel for Georgia's first two issues of tax increment finance district bonds (TIFs) (referred to as TAD Bonds in Georgia) and served as bond counsel for TIF transaction which was designated as the Council of Development Finance Agencies (CDFA) 2009 Best Bond Deal of the Year in the Nation. • Structured and documented Georgia's first Property Assessed Clean Energy (P.A.C.E.) district for the central business district of a large municipality. • Represented Wall Street and regional investment banks in conducting their due diligence review and in the preparation of offering documents far the sale of transit authority, public healthcare system and water and wastewater revenue bonds for multiple Georgia issuers totaling more than $3 billion. • Represented large municipality, county and school districts as bond counsel in the competitive and negotiated sale of general obligation referendum bonds. • Currently represents a multijurisdictional recreation authority as outside general counsel providing general corporate advice including compliance with corporate formalities, ensuring day-to-day compliance with operating agreements for leased facilities and compliance with state sunshine laws. Currently represents a 2.5 million -member international religious denomination (the AME Church) as its general counsel, providing guidance to international council of bishops and various church tribunals on the interpretation of ecclesiastical canon laws of the denomination and national coordination legal defense in civil controversies. Memberships Vice Chairman Board of Directors, Carrie Steele Pitts Home (group home for children), 2008-Present Director, Herndon Foundation (owns and operates historic museum home), 2004-2012. • Member, Gate City Bar Association, 1996-Present • Member, National Association of Bond Lawyers (NABL), Bond Attorney's Workshop (BAW) Steering Committee (Underwriter's Counsel Panel Chair), 2007-2009 Chair, City of Atlanta Board of Ethics, 1999-2001, Member, 1996-1998 • Graduate, Leadership of Atlanta, 2002 • Graduate, Georgia Regional Leadership Institute, Class of 1999 • Fellow, American College of Bond Counsel Awards & Recognition Named among top 5.0% of Georgia attorneys and a Bond and Government Finance Super Lawyer as published in Atlanta Magazine, 2007-2012 Named in "Legal Elite" listing of Top Georgia Public Finance/Bond Lawyers in Georgia Trend magazine, 2012-2013 "Rising Star" and among top 2.5% of Georgia attorneys age 40 or younger, Atlanta Magazine, 2005 HUNTON WILLIAMS Events Speaker, "Creative Stadium Financing Strategies/' CDFA National Development Finance Summit, 2017 • Speaker, Institute for City and County Attorneys, ICLE, "Bond Validation Challenges in the Atlanta Falcons and Braves Stadium Financings" 2015 • Speaker, Council for Development Finance Agencies (Georgia), "Tools for Financing Brownfields" 2015 • Speaker, Economic Development Law in Georgia, Institute of Continuing Legal Education, 2010 and 2012 • Faculty, National Association of Bond Lawyers, Fundamentals of Municipal Finance Workshop, 2011 and 2012 Speaker, The New Normal-- Lessons from the Economic Downturn and Municipal Market Volatility, South Metro Economic Development Conference, 2011 • Moderator and Chair, Underwriter's Counsel Panel, National Association of Bond Lawyers Bond Attorney's Workshop, 2009 • Moderator, Association of County Commissioners of Georgia (ACCG), Current Trends in Economic Development, 2008 HUNTON WILLIAMS ANDREWSKURTH KENYON Jason B. Reiner Associate jasonreiner@andrewskurth.com Houston 600 Travis, Suite 4200, Houston, TX 77002 P: +1.713.220.4594 I F: +1.713.220.4285 BIOGRAPHY Jason's practice includes a broad range of commercial real estate and finance transactions. He has represented various lenders and borrowers in real estate financings, including acquisition loans and construction loans in Texas and throughout the United States. His experience includes the development, construction, leasing, and public and private financing of public projects, such as sports, recreation and entertainment facilities, in addition to experience in the acquisition and development of office, retail and various mixed -use developments. Jason's practice also includes various aspects of commercial lending and finance transactions, including the representation of financial institutions and borrowers in both secured and unsecured credit transactions, including syndicated finance, asset -based lending and debt restructurings. REPRESENTATIVE EXPERIENCE • Represented the Harris County -Houston Sports Authority in connection with various general real estate matters related to the development and management of sports facilities located in Houston, Texas • Represented an institutional investor in a $93 million building and term loan far the acquisition and development of a mixed -use development located in Atlanta, Georgia ■ Represented the developer in a $36 million construction loan for the development of a Class A apartment complex located in Houston, Texas INDUSTRIES Banking Banking/Finance Construction Hospitality Hotel Real Estate PRACTICE AREAS Banking/Finance Mergers and Acquisitions Public -Private Partnerships (P3s) Real Estate EDUCATION ][7, magna cum laude, 2013, South Texas College of Law, South Texas Law Review, Order of the Scribes BA, 2009, The University of Texas at Austin ADMISSIONS Texas 2013 ANDREWSKURTH KENYON Jason B. Reiner, Continued AFFILIATIONS ■ Houston Bar Association, Real Estate Section ■ Houston Young Lawyers Association ▪ South Texas College of Law Young Alumni Council ■ Member ❑f the Urban Land Institute NEWS ■ Andrews Kurth Represents NRG Energy in $1 Billion Carbon Capture Joint Venture with JX Nippon Oil & Gas (July 15, 2014) ANDRE'WSKURTH KENYON Anna C. Booth Associate a nna booth@a ndrewskurth .com Houston 600 Travis, Suite 4200, Houston, TX 77002 P. +1.713,220.454B I F: +1.713.220.4285 BIOGRAPHY Anna's practice includes a broad range of general business transaction matters including financing transactions, mergers and acquisitions and commercial real estate transactions. Anna's finance experience includes representation of lending institutions, private investment funds and borrowers in commercial financing transactions including syndicated loans and asset based loans. Her practice aiso includes the representation of buyers and sellers of private companies in a variety of industries. Anna's real estate experience includes representation of buyers and sellers of commercial real estate as well as representation of landlords and tenants in commercial leasing transactions. REPRESENTATIVE EXPERIENCE • Assisted in the representation of an oil and gas company in its acquisition of upstream Gulf Coast oil and gas assets. The assets were acquired in a 363 transaction arising out of the seller's Chapter 11 bankruptcy. • Assisted in the representation of the Administrative Agent in the formation of a revolving credit and term loan facility. • Assisted in the representation of a publicly traded midstream energy company in connection with its $900 million revolving credit facility, secured by assets in Alabama, Georgia, Louisiana, Mississippi, Oklahoma and Texas. • Assisted in the representation of Enterprise Products Partners L.P. in its affiliate's $189 million acquisition of the midstream business and assets of Azure Midstream Partners, L.P. and its operating subsidiaries in East Texas and North Louisiana from Azure's bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of Texas. INDUSTRIES Banking Banking/Finance Energy Real Estate PRACTICE AREAS Banking/Finance Corporate Energy Real Estate EDUCATION JD, 2015, cum laude, Southern Methodist University Dedman School of Law, SMU Law Review, Staff Editor BA, 2012, su.mma cum laude, The University of Alabama ADMISSIONS Texas 2015 TAB 3 - REQUIRED FORMS ANDREWSKURTH HUNTON` KENYON WILLIAMS ANDREWSKURTH KENYON Model Language to Obtain the Offerer Disclosure of Prior Non -Responsibility Determinations Background: Under New York State Finance Law § 139-k(2), covered governmental entities are obligated to obtain specific information regarding prior non -responsibility determinations. This information must be collected in addition to`the information that is separately obtained pursuant to State Finance Law § 163(9). In accordance with State Finance Law § 139-k, an Offerer must be asked to disclose whether there has been a finding of non -responsibility made within the previous four (4) years by an Governmental Entity due to: (a) a violation of State Finance Law § 139-j or (h) the intentional provision of false or incomplete information to a Governmental Entity. The terms "Offerer" and "Governmental Entity" are defined in State Finance Law § 139-k(1). State Finance Law § 139-j sets forth detailed requirements about the restrictions on Contacts during the procurement process. A violation of State Finance Law § 139-j includes, but is not limited to, an impermissible Contact during the restricted period (for example, contacting a person or entity other than the designated contact person, when such Contact does not fall within one of the exemptions). As part of its responsibility determination, a covered governmental entity must consider whether an Offerer fails to timely disclose accurate or complete information regarding the above non -responsibility determination. In accordance with law, no Procurement Contract shall be awarded to any Offerer that fails to timely disclose accurate or complete information under this section, unless a finding is made that the award of the Procurement Contract to the Offerer is necessary to protect public property or public health safety, and that the Offerer is the only source capable of supplying the required Article of Procurement within the necessary timeframe. Instructions: A Governmental Entity must include a disclosure request regarding prior non -responsibility determinations in its solicitation of proposals or bid documents or specifications or contract documents, as applicable, for procurement contracts. The attached form is to be completed and submitted by the individual or entity seeking to enter into a Procurement Contract. Offerer Disclosure of Prior Non -Responsibility Determinations Name of Individual or Entity Seeking to Enter into the Procurement Contract: Andrews Kurth Kenyon LLP Address: 600 Travis Street, Suite 4200, Houston, TX 77002 Name and Title of Person Submitting this Form: Mark Arnold, Partner Contract Procurement Number: N/A - Date: 3/7/2018 Legal Services Related to the Redevelopment of Belmont Park 1. Has any Governmental Entity made a finding of non -responsibility regarding the individual or entity seeking to enter into the Procurement Contract in the previous four years? (Please circle): (o Yes If yes, please answer the next questions: 2. Was the basis for the finding of non -responsibility due to a violation of State Finance Law § 139-j? (Please circle) No Yes 3. Was the basis for the finding of non -responsibility due to the intentional provision of false or incomplete information to a Governmental Entity? (Please circle) No Yes 4. If you answered yes to any of the above questions, please provide details regarding the finding of non - responsibility below. Governmental Entity: N/A Date of Finding ofNon-Responsibility: N/A Basis of Finding of Non -Responsibility: N/A (Add additional pages as necessary) 5. Has any Governmental Entity or other governmental agency terminated or withheld a Procurement Contract with the above -named individual or entity due to the intentional provision of false or incomplete information? (Please circle) 0 Yes 6. If yes, please Governmental Date of Termination Basis of Termination provide details below. Entity: NIA or Withholding of Contract: NIA or Withholding: N/A (Add additional Offerer certifies Law § 1 9= By; pages as necessary) that all information prov ' ed to the Governmental Entity with respect to State Finance is complete, true : accur -I e. , 1:---A - Date: 3/7/2018 Signature Name: Mark B. Arnold Title: Partner Model Language to Obtain Offerer's Affirmation of Understanding of and Agreement pursuant to State Finance Law § 1391 (3) and § 139-j (6) (b) Background: State Finance Law § 139j(6)(b) provides that: Every Governmental Entity shall seek written affirmations from all Offerers as to the Offerers understanding ofand agreement to comply with the Governmental Entity's procedures relating to permissible contacts during a Governmental Procurement pursuant to subdivision three al this section. Instructions: .A Governmental Entity anust obtain the required affirmation of understanding and agreement to comply with procedures on procurement lobbying restrictions regarding permissible Contacts in the restricted period for a procurement contract in accordance with State Finance Law § § 139-j and 139-k. It is recommended that this affirmation be obtained as early as possible in the procurement process, such as when the Offerer submits its proposal or bid. The following language can be used to obtain the affirmation. Offerer affirms that it understands and agrees to comply with the procedures of the Government i ity relative to ermis.ble Contacts as required by State Finance Law § 139-j ) d 1. (6) ;o). Signed: Name: Mark B. Arnold Title: Partner Contractor Name: Andrews Kurth Kenyon LLP Date : 3I7l2016 Contractor Address: 600 Travis Street, Suite 4200 Houston, TX 77002 AC 329D-S [ttev. WHY NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY You have selected the For -Profit Non -Construction questionnaire which may be printed and completed in this format or, for your convenience, may be completed online using the New York State VendRep System. COMPLETION & CERTIFICATION The person(s) completing the questionnaire must be knowledgeable about the vendor's business and operations. An owner or officer must certify the questionnaire and the signature must be notarized. NEW YORK STATE VENDOR IDENTIFICATION NUMBER (VENDOR ID) The Vendor ID is a ten -digit identifier issued by New York State when the vendor is registered on the Statewide Vendor File. This number must now be included on the questionnaire. If the business entity has not obtained a Vendor ID, contact the IT Service Desk at 1TServiceDesk r)osc.state.ny.us or call 866-370-L672. DEFINITIONS All underlined terms are defined in the "New York State Vendor Responsibility Definitions List," found at w.w.osc.state.ny.uslvendrepldocuments/questionnaireldefinitions.pdf. These terms may not have their ordinary, common or traditional meanings. Each vendor is strongly encouraged to read the respective definitions for any and all underlined terms. By submitting this questionnaire, the vendor agrees to be bound by the terms as defined in the "New York State Vendor Responsibility Definitions List" existing at the time of certification. RESPONSES Every question must be answered. Each response must provide all relevant information which can be obtained within the limits of the law. However, information regarding a determination or finding made in error which was subsequently corrected is not required. Individuals and Sole Proprietors may use a Social Security Number but are encouraged to obtain and use a federal Employer Identification Number (EIN). REPORTING ENTITY Each vendor must indicate if the questionnaire is filed on behalf of the entire Legal Business Entity or an Organizational Unit within or operating under the authority of the Legal Business Entity and having the same EIN. Generally, the Organizational Unit option may be appropriate for a vendor that meets the definition of "Reporting Entity" but due to the size and complexity of the Legal Business Entity, is best able to provide the required information for the Organizational Unit, while providing more limited information for other parts of the Legal Business Entity and Associated Entities. ASSOCIATED ENTITY An Associated Entity is one that owns or controls the Reporting Entity or any entity owned or controlled by the Reporting Entity. However, the term Associated Entity does not include "sibling organizations" (i.e., entities owned or controlled by a parent company that owns or controls the Reporting Entity), unless such sibling entity has a direct relationship with or impact on the Reporting Entity. STRUCTURE OF THE QUESTIONNAIRE The questionnaire is organized into eleven sections. Section I is to be completed for the Legal Business Entity. Section 1] requires the vendor to specify the Reporting Entity for the questionnaire. Section III refers to the individuals of the Reporting Entity, while Sections IV-VIII require information about the Reporting Entity. Section IX pertains to any Associated Entities, with one question about their Officials/Owners. Section X relates to disclosure under the Freedom of Information Law (FOIL). Section XI requires an authorized contact for the questionnaire information. AC 3290-S (Rev. 9/13) NYS Vendor ID: 1100127984 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY I. LEGAL BUSINESS ENTITY INFORMATION Legal Business Entity Name* EIN 74-1027138 Andrews Kurth Kenyon LLP Address of the Principal Place of Business (street, city, state, zip code) New York State Vendor Identification Number 600 Travis Street, Suite 4200 Houston, TX 77002 1100127984 - - Telephone 713-220-4200 ext. Fax 713-220-4285 Email markarnold@andrewskurth.com Website www.andrewskurth.com Additional Legal Business Entity Identities: If applicable, list any other DBA, Trade Name, Former Name, Other Identity,, or 1iIN used in the last five (5) years and the status (active or inactive). Type Name EIN Status Former name Andrews Kurth LLP same (74-1027138) Name no longer active 1.0 Legal Business Entity Type — Check appropriate box and provide additional information: ['Corporation (including PC) Date of Incorporation • Limited Liability Company (LLC or PLLC) Date of Organization P2 Partnership (including LLP. LP or General) Date of Registration or Establishment 1902 ❑ Sole Proprietor How many years in business? ❑ Other Date Established If Other, explain: 1.1 Was the Legal Business Entity formed or incorporated in New York State? ❑ Yes ?J No If `No,` indicate jurisdiction where Legal Business Entity was formed or incorporated and attach a Certificate of Good Standing from the applicable jurisdiction or provide an explanation if a Certificate of Good Standing is not available. 0 United States State TX • Other Country Explain, if not available: 1.2 is the Legal Business Entity publicly traded? ❑ Yes P.1 No If "Yes," provide CIK Code or Ticker Symbol 1.3 Does the Legal Business Entity have a DUNS Number? ❑X Yes ■ No If "Yes," Enter DUNS Number 078443413 'All underlined terms are defined in the "New York State Vendor Responsibility Definitions List," which can be found at ►vww.osc.state.nv.uslvendrepldocutnents/uuestionnaircldelinitions,ndf. Page 2 of 10 AC 3790-5IRcv_ 9/I31 NYS Vendor ID: 1100127984 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY 1. LEGAL BUSINESS ENTITY INFORMATION i 4 If the Legal Business Entity's Principal Place of Business is not in New York State, does the Legal Business Yes 1 No Entity maintain an office in New York State? Business is in New York State.) (Select -NIA," if Principal Place of ■ N/A If "Yes," provide the address and telephone number for one office located in New York State. 2 NYC locations 1. 450 Lexington Avenue, New York, NY 10017 2. One Broadway, New York, NY 10004 1.5 Is the Legal Business Entity a New York State certified Minority -Owned Business Enterprise (MBE), certified ❑ Yes 12 No Woolen -Owned Business Enterprise (WBE), New York State Small Business (SB) or a federally Disadvantaged Business Enterprise (DBE)? -Owned Business Enterprise (MBE) If"Yes," check all that apply: New York State certified Minority ❑ New York State certified Women -Owned Business Enterprise (WBE) ❑ New York State Small Business (SB) ❑ Federally certified Disadvantaged Business Enterprise (DBE) 1.6 Identify Officials and Principal Owners, if applicable. For each person, include name, title and percentage of ownership. Attach information is optional. additional pages if necessary. If app icable, reference to relevant SEC filing(s) containing the required Name Title Percentage Ownership (Enter O% if not applicable) Bob Jewell Managing Partner <5% Jeff Spiers Executive Director C5°I0 Connie Moore Director of Financial Services 0°I° Page 3 of 10 AC 329O-S (Rev. 9/I31 1100127984 NYS Vendor ID. NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY II. REPORTING ENTITY INFORMATION 2.0 The Reporting Entity for this questionnaire is: the entire Legal Business Entity for the remainder of the 111.) ON CRITERIA TO Legal Business Entity for the Note: Select only one. ® Legal Business Entity Note: If selecting this option, "Reporting Entity" refers to questionnaire. (SUMP THE REAL -UNDER OF SECTION II AND PROCEED WITH SECTION LI Organizational Unit within and operating under the authority of the Legal Business Entity SEE DEFINITIONS OF "REPORTING ENTITY" AND "ORGANIZATIONAL UNIT" FOR ADDITIONAL INFORMATION QUALIFY FOR THIS SELECTION. Note: If selecting ibis option, "Reporting Entity" refers to the Orgarli:ational,Unit within the remainder of the questionnaire, (COMPLETE THE RE.AIAINDER OF SECTION 11 AND ALL THIS QUESTIONNAIRE.) REMAINING SECTIONS OF IDENTIFYING INFORMATION a) Reporting Entity Name Address of the Primary Place of Business (street, city, state, zip code) Telephone ext. b) Describe the relationship of the Reporting Entity to the Legal Business Entity c) Attach an organizational chart d) Does the Reporting Entity have a DUNS Number? ❑ Yes • No If "Yes," enter DUNS Number e) Identify the designated manager(s) responsible for the business For each person, include name and title. Attach additional of the Reporting Entity. pages if necessary Name Title Page 4 of 10 AC 3?90-s (Rcv. 91131 1100127984 NYS Vendor ID: NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY INSTRUCTIONS FOR SECTIONS III THROUGH VII For each "Yes," provide an explanation of the issues), relevant dates, the government entity involved, any remedial or corrective action(s) taken and the current status of the issue(s), For each "Other," provide an explanation which provides the basis for not definitively responding "Yes" or "No." Provide the explanation at the end of the section or attach additional sheets with numbered responses, including the Reporting Entity name at the top of any attached pages. III. LEADERSHIP INTEGRITY Within the past five (5) years, has any current or former reporting entity official or any individual currently or formerly having the authority to sign, execute or approve bids, proposals, contracts or supporting documentation on behalf of the reporting entity with any government entity been: 3.0 Sanctioned relative to any business or professional permit and/or license? ❑ Yes X No ❑ Other 3.1 Suspended, debarred, or disqualified from any government contracting process? ❑ Yes j No ❑ Other 3.2 The subject of an investigation, whether open or closed, by any government entity for a civil or • Yes E4 No J Other criminal violation for any business -related conduct? 3.3 Charged with a misdemeanor or felony, indicted, granted immunity, convicted of a crime or subject to a judgment for: ❑ Yes ® No ❑ Other a) Any business -related activity; or b) Any crime, whether or not business -related, the underlying conduct of which was related to truthfulness? For each "Yes" or "Other" explain: IV. INTEGRITY — CONTRACT BIDDING Within the past five (5) years, has the reporting entity: 4.0 Been suspended or debarred from any government contractingprocess or been disqualified on any ❑ Yes 12 No government procurement, permit, license, concession, franchise or lease, including, but not limited to, debarment for a violation of New York State Workers' Compensation or Prevailing Wage laws or New York State Procurement Lobbying Law? 4.1 Been subject to a denial or revocation of a government prequalification? ❑ Yes J No 4.2 Been denied a contract award or had a bid rejected based upon a non -responsibility finding by a ❑ Yes FA No government entity? 4.3 Had a low bid rejected on a government contract for failure to make good faith efforts on any Minority- ❑ Yes IN No Owned Business Enterprise, Women -Owned Business Enterprise or Disadvantaged Business Enterprise goal or statutory affirmative action requirements on a previously held contract? 4.4 Agreed to a voluntary exclusion from bidding/contracting with a government entity? ❑ Yes £ No 4.5 Initiated a request to withdraw a bid submitted to a government entity in lieu of responding to an ❑ Yes Ed No information request or subsequent to a formal request to appear before the government entity? For each "Yes," explain: Page 5 of 10 AC 3290-5 (Rcv. 9113) 11001279E34 NYS Vendor ID: NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY V. INTEGRITY — CONTRACT AWARD Within the past five (5) years, has the reporting entity: 5.0 Been suspended, cancelled or terminated for cause on any government contract including, but not limited ❑ Yes No X to, a non -responsibility finding? 5.1 Been subject to an administrative proceeding or civil action seeking specific performance or restitution in ❑ Yes No A connection with any government contract? 5.2 Entered into a formal monitoring agreement as a condition of a contract award from a government entity? ❑ Yes No ' For each "Yes," explain: VI. CERTIFICATIONS/LICENSES Within the past five (5) years, has the reporting entity: 6.0 Had a revocation, suspension or disbarment of any business or professional permit and/or license? • Yes al No 6.1 I•Iad a denial, decertification, revocation or forfeiture of New York State certification of Minority -Owned ❑ Yes ❑ No Business Enterprise, Women -Owned Business Enterprise or federal certification of Disadvantaged Business Enterprise status for other than a change of ownership? For each "Yes," explain: VII. LEGAL PROCEEDINGS Within the past five (5)ears, has the reporting entity: 7.0 Been the subject of an investigation, whether open or closed, by any government entity for a civil or criminal ❑ Yes 1M No violation? 7.1 Been the subject of an indictment, grant of immunity judgment or conviction (including entering into a plea ❑ Yes d No bargain) for conduct constituting a crime? 7.2 Received any OSHA citation and Notification of Penalty containing a violation classified as serious or ❑ Yes F:i No willful? 7.3 Had a government entity find a willful prevailing wage or supplemental payment violation or any other ■ Yes 1 No willful violation of New York State Labor Law? 7.4 Entered into a consent order with the New York State Department of Environmental Conservation, or received an enforcement determination by any government entity involving a violation of federal, state or ❑ Yes I'.7 No local environmental laws? 7.5 Other than previously disclosed: a) Been subject to fines or penalties imposed by government entities which in the aggregate total S25,000 ❑ Yes ri No or more; or b) Been convicted of a criminal offense pursuant to any administrative and/or regulatory action taken by any government entity? For each "Yes," explain: Page 6of10 AC 32g0-S (Rev. 9,e l3) NYS Vendor 1D: 1100127984 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY VIII. FINANCIAL AND ORGANIZATIONAL CAPACITY 8.0 Within the past Live (5) years, has the Reporting Entity received any formal unsatisfactory performance ❑ Yes E3 No assessment(s) from any government entity on any contract? If "Yes," provide an explanation of the issue(s), relevant dates, the government entity involved, any remedial or corrective responses. action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets with numbered 8,1 Within the past five (5) years, has the Reporting Entity had any liquidated damages assessed over $25,000? ❑ Yes X No 1f "Yes," provide an explanation of the issue(s), relevant dates, contracting party involved, the amount assessed status of the issue(s). Provide answer below or attach additional sheets with numbered responses. and the current 8.2 Within the past five (5) years, have any liens or judgments (not including UCC filings) over $25,000 been • Yes ® No filed against the Reporting Entity which remain undischarged? If "Yes," provide an explanation of the issue(s), relevant dates, the Lien holder or Claimant's name(s), the amount and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. of the lien(s) 8.3 In the last seven (7) years, has the Reporting Entity initiated or been the subject of any bankruptcy • Yes x No proceedings, whether or not closed, or is any bankruptcy proceeding pending? If "Yes," provide the bankruptcy chapter number, the court name and the docket number. Indicate the current status of the proceedings as "Initiated," "Pending" or "Closed." Provide answer below or attach additional sheets with numbered responses. 8.4 During the past three (3) years, has the Reporting Entity failed to file or pay any tax returns required by ❑ yes ElNo federal, state or local tax laws? If "Yes," provide the taxing jurisdiction, the type of tax, the liability year(s), the tax liability amount the Reporting Entity failed to file/pay and the current status of the tax liability. Provide answer below or attach additional sheets with numbered responses. 8,5 During the past three (3) years, has the Reporting Entity failed to file or pay any New York State ta Yes ❑ No unemployment insurance returns? If "Yes," provide the years the Reporting Entity failed to file/pay the insurance, explain the situation and any remedial or with numbered corrective action(s) taken and the current status of the issue(s), Provide answer below or attach additional sheets responses. Please see our explanation below, indicated by an asterisk (`)_ 8.6 During the past three (3) years, has the Reporting Entity had any government audit(s) completed? ID Yes ❑ No a) If "Yes," did any audit of the Reporting Entity identify any reported significant deficiencies in internal ❑ Yes a No control, fraud, illegal acts, significant violations of provisions of contract cr grant agreements, significant abuse or any material disallowance? If"Yes" to 8.6 a), provide an explanation of the issue(s), relevant dates, the government entity involved, any remedial or with numbered corrective action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets responses. *While we have filed and paid our New York State unemployment insurance returns during the past three years, a few quarters during the past three years may have been originally underpaid due to missing rate updates for the new year. We have paid most of such underpayments, with the current unpaid amount totaling $176.96 per a notice dated January 31, 2018. We are working to review this notice to determine its accuracy. If we agree with the delinquency, we will promptly pay the amount due. Page 7 of 10 AC 3?90-5 (Ro:, 91 3) NYS Vendor 1D: 11401275e4 NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY IX. ASSOCIATEIJ ENTITIES This section pertains to any entity(ies) that either controls or is controlled by the reporting: entity. (See definition of "associated entity" for additional information to complete this section.) 9.0 Does the Reporting Entity have any Associated Entities? a yes ❑ No Note: All questions in this section must be answered if the Reporting Entity is either: — An Organizational Unit; or — The entire Legal Business Entity which controls, or is controlled by, any other entity(ies). If "No," SKIP THE REMAINDER OF SECTION IX AND PROCEED WITH SECTION X, 9.1 Within the past five (5) years, has any Associated Entity Official or Principal Owner been charged with a ❑ Yes FII No misdemeanor or felony, indicted, granted immunity, convicted ofa crime or subject to a iudgment for: a) Any business -related activity; or b) Any crime. whether or not business -related. the underlying conduct of which was related to truthfulness? If "Yes," provide an explanation of the issue(s), the individual involved, his/hey title and role in the Associated Entity hisfher relationship to the Reporting Entity, relevant dates, the government entity involved, any remedial or corrective action(s) taken and the current status of the issue(s). 9.2 Does any Associated Entity have any currently undischarged federal, New York State, New York City or El Yes No New York local government liens or judgments (not including UCC filings) over 550,000? If "Yes," provide an explanation of the issue(s), identify the Associated Entity's name(s), EIN(s), primary business activity, lien(s) and the relationship to the Reporting Entity. relevant dates, the Lien holder or Claimant's nante(s), the amount of the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 9.3 Within the past five (5) years, has any Associated Entity: a) Been disqualified, suspended or debarred from any federal, New York State, New York City or other E Yes ® No New York local government contracting process? b) Been denied a contract award or had a bid rejected based upon a non -responsibility finding by any • Yes II No federal, New York State. New York City, or New York local government entity'? c) Been suspended, cancelled or terminated for cause (including for non -responsibility) on any federal, • Yes KI No New York State, New York City or New York local government contract? d) Been the subject of an investigation, whether open or closed, by any federal, New York State, New D Yes al No York City, or New York local government entity for a civil or criminal violation with a penalty in excess of $500,000? e) Been the subject of an indictment, grant of immunity, judgment, or conviction (including entering into ❑ Yes Eil No a plea bargain) for conduct constituting a crime? f) Been convicted ofa criminal offense pursuant to any administrative and/or regulatory action taken by any federal, New York State, New York City, or New York local government entity? ❑ Yes n No g) Initiated or been the subject of any bankruptcy proceedings, whether or not closed, or is any bankruptcy proceeding pending? • Yes 11 No For each "Yes," provide an explanation of the issue(s), identify the Associated Entity's name(s), EIN(s), primary business corrective action(s) activity, relationship to the Reporting Entity, relevant dates, the government entity involved, any remedial or taken and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. Page 8 of 10 AC 3290-S (Rev. 9/13) 1100127984 NYS Vendor ID: NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY X. FREEDOM OF INFORMATION LAW (FOIL) 10. Indicate whether any information supplied herein is believed to be exempt from disclosure under the Freedom of Information Law (FOIL). Note: A determination of whether such information is exempt from FOIL will be made at the time of any request for disclosure under FOIL. ❑ Yes x❑ No If "Yes," indicate the question number(s) and explain the basis for the claim. XI. AUTHORIZED CONTACT FOR THIS QUESTIONNAIRE Name Telephone Fax Mark B. Arnold 713-220-3938 ext. 713-220-4285 Title Partner Email markarnold©andrewskurth.com Page 9 of 10 AC 3290.5 (Rev.9/13} NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY Certification 1100127984 NYS Vendor ID: The undersigned; (1) recognizes that this questionnaire is submitted for the express purpose of assisting New York State government entities (including the Office of the State Comptroller (OSC)) in making responsibility determinations regarding award or approval of a contract or subcontract and that such government entities will rely on information disclosed in the questionnaire in making responsibility determinations; (2) acknowledges that the New York State government entities and OSC may, in their discretion, by means which they may choose, verify the truth and accuracy of all statements made herein; and (3) acknowledges that intentional submission of false or misleading information may result in criminal penalties under State and/or Federal Law, as well as a finding of non -responsibility, contract suspension or contract termination. The undersigned certifies that he/she: • is knowledgeable about the submitting Business Entity's business and operations; • has read and understands all of the questions contained in the questionnaire; • has not altered the content of the questionnaire in any manner; • has reviewed and/or supplied full and complete responses to each question; • to the best of his/her knowledge, information and belief, confirms that the Business Entity's responses are true, accurate and complete, including all attachments, if applicable; • understands that New York State government entities will rely on the information disclosed in the questionnaire when entering into a contract with the Business Entity; and • is under an obligation to update the information provided herein to include any material changes to the Business Entity's responses at the time of bid/proposal submission through the contract award notification, and may be required to update the information at the request of the New York State government entities or OSC prior to the award and/or approval of a contract, or during the term a4'the contract. Signature of Owner/Official Printed Name of Signatory Title Name of Business Address City, State, Zip Mark B. Arnold Partner Andrews Kurth Kenyon LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Sworn to before me this 6' l day of el.T 0[ , 20 Btire to AVW same 1.106511,00 Ai4 GYM ddaivis Wend AtlYL NE Zfl lH3S M N3Tl3 Notary Public Page 10 of 10 Corporations Section P.a.Box 13697 Austin. Texas 78711-3697 Office of the Secretary of State Certificate of Fact Rolando B. Pablos Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the document, Registration of a Limited Liability Partnership for Andrews Kurth Kenyon LLP (file number 801307192), a Domestic Limited Liability Partnership (LLP), was filed in this office on August 18, 2010. It is further certified that the entity status in Texas is in existence - report due. Phone: (512) 463-5555 Prepared by: SOS -WEB In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on March 05, 2018 Rolando B. Pablos Secretary of State 'me visit us on the interne! al' 1trrp; os. surze.a.Lis Fax: (512) 463-5709 Dial; 7-1-1 for Relay Services TM: 10264 Document: 797672260(303 ANDREWSKURTH KENYON Iran Divestment Act 600 Travis Street, Suite 4200 Houston, Texas 77002 713.220,4200 Phone 713.220.4285 Fax andrewskurth ken yon.com By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each bidder is not on the list created pursuant to paragraph (b) of subdivision 3 of section 165-a of the State Finance Law. Mark B. Arnold, Partner Andrews Kurth Kenyon LLP (e) ^PIEW YORK STATE OF OPPORTUNITY OCSD-1 Empire State Development OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY M/WBE PARTICIPATION / EQUAL EMPLOYMENT OPPORTUNITY POLICY STATEMENT Mark B. Arnold (CONTRACTOR OR GRANT REPRESENTATIVE), the Andrews Kurth Kenyon LLP (GRANTEE/COIV1PANY NAME) agree to adopt the following policies with respect to the project being developed or services rendered at Belmont Park - legal services related to the redevelopment of Belmont Park NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY POLICY (a) This organization will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability or marital status, will undertake or continue existing programs of affirmative action to ensure that minority group members are afforded equal employment opportunities without discrimination, and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on state contracts. (b) This organization shall state in all solicitation or advertisements for employees that in the performance of the State contract all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of this organization's obligations herein. (c) At the request of the ESD, this organization shall request each employment agency, labor union, or authorized representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of this organization's obligations herein. (d) Organization shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions. The organization and its sub -vendors shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis o-` prior criminal conviction and prior arrest. The organization will include the provisions of sections (a) through (d) of this agreement in every subcontract in such a manner that the requirements of the subdivisions will be binding upon each subcontractor as to work in connection with this contract. MWBE PARTICIPATION (MWBE) This organization will and will cause its contractors and subcontractors to take good faith actions to achieve the M/WBE contract participation goals set by the State for that area in which the State -funded project is located, by taking the following steps: (1) Actively and affirmatively solicit bids for contracts and subcontracts from qualified State certified MBEs or WBEs, including solicitations to M/WBE contractor associations. Page -1- of 2 <LPPORTUNITY EWYORK TATE OF . Empire State Development OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY OCSD-1 M/WBE PARTICIPATION / EQUAL EMPLOYMENT OPPORTUNITY POLICY STATEMENT (2) Request a list of State -certified M/WBEs from ESD's Office of Contractor and Supplier diversity ("OCSD") and solicit bids from the listed vendors directly. OCSD may be reached via email at OCSD@ESD.NY.GOV. (3) Ensure that plans, specifications, request for proposals and other documents used to secure bids will be made available in sufficient time for review by prospective M/WBEs. (4) Where feasible, divide the work into smaller portions to enhanced participations by M/WBEs and encourage the formation of joint venture and other partnerships among M/WBE contractors to enhance their participation. (5) Document and maintain records of bid solicitation, including those to M/WBEs and the results thereof. Contractor will also maintain records of actions that its subcontractors have taken toward meeting M/WBE contract participation goals. Ensure that progress payments to M/WBEs are made on a timely basis so that undue financial hardship is avoided, and that bonding and other credit requirements are waived or appropriate alternatives developed to encourage M/WBE participation. Agreed on this By: (SIGNATURE) 7 t,....r iMarch Print Name: Title: Mark B. Arnold 20 18 Partner Minority & Women -owned Business Enterprise -Equal Employment Opportunity Liaison N/A (name of designated contractor/grantee liaison) is designated as the Minority and Women -owned Business Enterprise Liaison responsible for administering the Minority and Women -owned Business Enterprises -Equal Employment Opportunity (M/WBE-EEO) program. M/WBE Contract Goals EEO Contract Goals o % Minority Business Enterprise Participation NOT APPLICABLE % Minority Labor Force Participation 0 % Women's Business Enterprise Participation NOT APPLICABLE % Female Labor Force Participation 0 % TO A 0 g RALWBE : rtici • ion Goal (Signature of Contractor's Authorized Representative) *Name: *Company: *Title: *Phone: * Fax: *Address: Mark B. Arnold Andrews Kurth Kenyon LLP Partner 713-220-3938 713-220-4200 600 Travis Street, Suite 4200 Houston, TX 77002 Page - 2 - of 2 iff—INEW PORK STATE OF OPPORTUNITY. Empire State Development OCSD-2 (REQUIRED ONLY OF CONTRACTS VALUED AT$250,000 OR MORE) OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Submit with Bid or Proposal — Instructions on page 2 STAFFING PLAN Contract No.: N/A Project Location: Elmont, NY Report includes Prime Contractor/Subcontractors: LI Work force to be utilized on this contract 0 Total work force Contract Name / Details: Legal Services related to the redevelopment of Belmont Park Company Name: Andrews Kurth Kenyon LLP Company Address and Contract Details: 600 Travis Street, Suite 4200 Houston, TX 77002 © Prime Contractor ■ Subcontractor Subcontractor Name(s): Enter the total number of employees for each classification in each of the EEO -Job Categories identified EEO -Job Category Total Work farce Work force by Gender Work force by Race/Ethnic Identification Total Male (M) Total Female (F) White (M) (F) Black (M) (F) Hispanic (M) (F) Asian (M) (F) Native American (M) (F) Disabled (M) (F) Veteran (M) (F) Officials/AdmInistrators 145 102 43 97 32 0 3 1 2 3 3 0 0 0 0 4 0 Professionals 183 94 89 75 64 6 3 3 5 7 15 0 0 0 0 8 0 Technicians 7 7 0 4 0 1 0 1 0 1 0 0 0 0 0 0 0 Sales Workers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Office/Clerical 235 52 183 14 105 18 29 14 33 6 8 0 1 0 0 0 2 Craft Workers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Laborers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Service Workers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Temporary /Apprentices 3 1 2 0 1 0 1 1 0 0 0 0 0 0 0 0 0 Totals 573 256 r -'317�190 202 25 36 20 40 17 26 0 1 0 0 12 2 PREPARED BY (Signature DATE: 3/7/2018 AME: Jessica R. Cox ITLE: Business Development Manager TELEPHONE: 713-220-3823 ALTERNATE TEL: EMAIL: jessicacox@andrewskurth.com OTHER: -1- * Some employees identified as two or more races or not specified. er_FINAM11YOFtK STATE O F OPPORTUNITY Empire State Development OCSD-2 REQUIRED ONLY OF CONTRACTS VALUED AT $250,000 OR MORE) OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY STAFFING PLAN General Instructions: Alt Contractors and each subcontractor Identified in the bid or proposal must complete an EEO Staffing Plan (Form OCSD-2) and submit it as part of the bid or proposal package. Where the work force to be utilized in the performance of the State contract can be separated out from the contractors and/or Subcontractor's total work force, the Contractor shall complete this form only for the anticipated work force to be utilized on the State contract, Where the work force to be ut lized in the performance of the State contract cannot be separated out from the contractor's and/or Subcontractors total work force, the Contractor shall complete this form for the contractor's and/or Subcontractor's total work force_ Instructions: 1. Enter the Contract or Solicitation number that this report applies to along with the name and address of your company or organization. 2. Check off the appropriate box to indicate If the Contractor completing the report is the contractor or a subcontractor. 3. Check off the appropriate box to indicate work force to be utilized on the contract or the Contractors total work force. 4. Enter the total work force by EEO job category. 5_ Break dawn the anticipated total work force by gender and enter under the heading 'Work force by Gender' 6. Break down the anticipated total work force by race/ethnic Identification and enter under the heading 'Work force by Race/Ethnic Identification'. Contact the M/WBE Permissible contacts) for the solicitation if you have any questions. 7. Enter information an disabled or veterans included in the anticipated work Force under the appropriate headings. 8. Enter the name and contact details of the person completing the form. Sign and date the form in the designated boxes. RACE/ETHNIC IDENTIFICATION: Race/ethnic deslgnatiors as used by the Equal Employment Opportunity Commission do not denote scientific definitions of anthropological origins. For the purposes of this report, an employee may be included in the group to which he or she appears to belong, identifies with, or Is regarded in the community as belonging. However, no person should be counted in more than one race/ethnic group. The race/ethnic categories for this survey are: o WHITE (Not of Hispanic origin} All persons having origins in any of the original peoples of Europe, North Africa, or the Middle East. o BLACK a person, not of Hispanic origin, who has origins In any of the black racial groups of the original peoples of Africa, u HISPANIC a person of Mexican, Puerto iiicari, Cutme, Ceuiiral or South All lel rids! ur tlLlwr Spanish tuituie ur Ullgrn, regardless of race. a ASIAN Si PACIFIC ISLANDER a person having origins In any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent or the Pacific Islands. ❑ NATIVE INDIAN (NATIVE AMERICAN/ALASKAN NATIVE) a person having origins in any of the original peoples of North America, and who maintains cultural identification through tribal affiliation or community recognition. OTHER CATEGORIES: o DISABLED INDIVIDUAL a VIETNAM ERA VETERAN C. GENDER any person who: - has a physical or mental impairment that substantially limit one or more major life activity(iesa - has a record of such an impairment; ar - is regarded as having such an impairment a veteran who served at any time between and including January 1, 1963 and May 7, 1975. Male or Female -2- erf—NEW YORK STATE OF OPPORTUNITY OCSD-4 Empire State Development OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY MWBE AND SDVOB UTILIZATION PLAN INSTRUCTIONS: This form must be submitted with any bid, proposal, or proposed negotiated contract or within a reasonable time thereafter, but prior to contract award. This MWBE and SDVOR Utilization Plan must contain a detailed description of the supplies and/or services to be provided by each certified Minority and Women -owned Business Enterprise (M/WBE) and/or Service Disabled Veteran Owned Business (SDVOB) under the contract. Attach additional sheets if necessary. * indicates mandatary fields *Contractor Name: Andrews Kurth Kenyon LLP *Representative Name: Mark B. Arnold * Phone: 713-220-3938 *Fax; 713-220-4285 "Email: markamold@andrewskurth_com *Total Dollar Value of Contract/Grant: $ NSA Address: 600 Travis Street, Suite 4200 Town, State & Zip: Houston, TX 77002 ES D Contract/Project Number: rdra-t bcrearam fdcarocPmonrofColman! NO, RFP/RFQ/Salicitation Number: N/A MWBE Goal: MBE 0 %+ WBE 0 % = MWBE GOAL 0 5� SDVOB Goal: 0 % 1. Certified MWBE or SDVOB Firm Name, Contact Verson': Name, Address, Phone and Email 2. Check All That Apply 3. h Federal ID No. 4. Detailed Description of Work (Attach additional sheets, if necessary, Attach Contract if available) 5. Dollar Value of Contract (if unavailable or yet undetermined, indicate $1) A. N(A. Andrews Kurth Kenyon LLP does not expect that there will be any subcontracting opportunities with a MWBE or SDVOB firm for th s proleot. However. we have worked with various MWBE or SDVOS firms in the past and would welcome the opportunity to partner with a similar firm for this contract. NYS CERTIFIED • MBE ❑ WBE ❑ SDVOB B. NY5 CERT1 O ❑ MBE WBE ❑ SDVOB STATE OF iC STATE Y @RPORTUNrnr_ OCSD-4 Empire State Development OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY MWBE AND SDVOB UTILIZATION PLAN 5. If unable to fully meet the MWBE and/or SDVOB goo obtained from the Office of•Coritractor and Su .i..ler PREPARED BY (Signature): set forth in the contract, the Contractor must submit a Waiver Request form, which may be ersity, at OCSD@ESD.NY.GOV. DATE: 31712ni B Preparer's Name (Print or Type): Mark B. Arnold Preparer's Title: Partmr Date: 3n/20'8 SUBMISSION OF THIS FORM CONSTITUTES THE CONTRACTOR'S ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH THE MWBE AND SDVOB REQUIREMENTS SET FORTH UNDER NYS EXECUTIVE LAW ARTICLES 15-A AND 17-B, 5 NYCRR PART 143, 9 NYCRR PART 252. AND THE ABOVE - REFERENCED SOLICITATION. FAILURE TO SUBMIT COMPLETE AND ACCURATE INFORMATION MAY RESULT IN A FiNDING OF NONCOMPLIANCE AND POSSIBLE TERMINATION OF YOUR CONTRACT. TELEPHONE NO.: 713-220-3823 EMAIL ADDRESS: ma rkam olds@an drewskurth.com ** FOR OCSD USE ONLY REVIEWED BY: DATE: The MWBE Certification status of the firms listed on this form MUST he verified using the New York State Contract System's Directory of Certified Minority and Women - owned Business Enterprises. Cu,4 ld{� ,._ The SDVOB Certification status of the firms listed on this form MUST be verified using the Directory of New York State Certified Service -Disabled Veteran -Owned Businesses. -2- UTILIZATION PLAN APPROVED? ❑ YES ❑ NO Date: Contract No.: Project No. (if applicable): Contract Award Date: Estimated Date of Completion: Amount Obligated Under the Contract; Description of Work: NOTICE OF DEFICIENCY ISSUED? (] YES ❑ NO Date of Issue: NOTICE OF ACCEPTANCE ISSUED? ❑ YES ❑ NO Date of Issue: ENCOURAGING USE OF NEW YORK STATE BUSINESSES IN CONTRACT PERFORMANCE Vendor Name and Date: Andrews Kurth Kenyon LLP March 7, 2018 New York State businesses have a substantial presence in State contracts and strongly contribute to the economies of the state and the nation. In recognition of their economic activity and leadership in doing business in New York State ("NYS"), bidders/proposers for this ESD contract for commodities, services or technology are strongly encouraged and expected to consider NYS businesses in the fulfillment of the requirements of the contract. Such partnering may be as sub -contractors, suppliers, proteges or other supporting roles (herein collectively called "Subcontractors"). Bidders/proposers need to be aware that, if selected through this ESD solicitation, they will be strongly encouraged, to the maximum extent practical and consistent with legal requirements, to use responsible and responsive NYS Subcontractors in performing the contract, including without limitation: (i) purchasing commodities; and (ii) utilizing services and technology. Further, bidders/proposers are reminded that they must continue to utilize small, minority and women -owned businesses, consistent with current State law. Utilizing New York State businesses in State contracts will help create more private sector jobs, rebuild New York's infrastructure, and maximize economic activity to the mutual benefit of the contractor and its NYS business partners. NYS businesses will promote the contractor's optimal performance under the contract, thereby benefiting public sector programs that are supported by associated procurements. Public procurements can drive and improve the State's economic engine through promotion of the use of New York businesses by its contractors. The State therefore encourages bidders/proposers to provide maximum assistance to NYS businesses in their use of the contract. The potential participation by all kinds of NYS businesses will deliver great value to the State and its taxpayers. Bidders/proposers can demonstrate their commitment to the use of NYS businesses by responding to the questions below (negative responses will not adversely affect contract selection): (A) Do you anticipate the need for Subcontractors fulfilling the requirements of this ESQ contract? Yes ❑ No El (B) Do you anticipate that NYS businesses will be used in the performance of this ESD contract as Subcontractors? Yes ❑ No El NOTE: If the answer to question (8) is Yes, please identify NYS businesses that will be used and attach identifying information such as name, address, contact information, nature of business. Please also be prepared to provide ESD on a regular basis (at least quarterly) with the amounts paid to NY businesses. } NEW YORK S STATE OF r OPPORTUNITY Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development Exhibit A DIVERSITY PRACTICES QUESTIONNAIRE Mark B. Arnold ' as Parnter (title) of Andrews Kurth Kenyon LLPfirm or company (hereafter referred to as the company), swear and/or affirm under penalty of perjury that the answers submitted to the following questions are complete and accurate to the best of my knowledge: 1. Does your company have a Chief Diversity Officer or other individual who is tasked with supplier diversity initiatives? Yes or No No If Yes, provide the name, title, description of duties, and evidence of initiatives performed by this individual or individuals. N/A 2. What percentage of your company's gross revenues (from your prior fiscal year) was paid to New York State certified minority and/or women -owned business enterprises as subcontractors, suppliers, joint -venturers, partners or other similar arrangement for the provision of goods or services to your company's clients or customers? N/A 3. What percentage of your company's overhead (i.e. those expenditures that are not directly related to the provision of goods or services to your company's clients or customers) or non- contract -related expenses (from your prior fiscal year) was paid to New York State certified minority- and women -owned business enterprises as suppliers/contractors?' N/A Do not include onsite project overhead. if—INEW STATE Or OPPORTUNITY Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development 4. Does your company provide technical training' to minority- and women -owned business enterprises? Yes or No No If Yes, provide a description of such training which should include, but not be limited to, the date the program was initiated, the names and the number of minority- and women -owned business enterprises participating in such training, the number of years such training has been offered and the number of hours per year for which such training occurs. N/A 5. Is your company participating in a government approved minority- and women -owned business enterprise mentor -protege program? N/A If Yes, identify the governmental mentoring program in which your company participates and provide evidence demonstrating the extent of your company's commitment to the governmental mentoring program. N/A 6. Does your company include specific quantitative goals for the utilization ❑f minority- and women -owned business enterprises in its non -government procurements? Yes or No No Technical training is the process of teaching employees how to more accurately and thoroughly perform the technical components of :heir jobs. Training can include technology applications, products, sales and service tactics, and more. Technical skills are job -specific as opposed to soft skills, which are transferable. Page 2 HEW YORK STATE OF OPPORTUNITY Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development If Yes, provide a description of such non -government procurements (including time period, goal, scope and dollar amount) and indicate the percentage of the goals that were attained. N/A 7. Does your company have a formal minority- and women -owned business enterprise supplier diversity program? Yes or No No If Ves, provide documentation of program activities and a copy of policy or program materials. N/A 8. Does your company plan to enter into partnering or subcontracting agreements with New York State certified minority- and women -owned business enterprises if selected as the successful respondent? Ves or No No If Yes, complete the attached Utilization Plan Andrews Kurth Kenyon LLP is a full service law firm. We have regularly worked with minority- and women - owned businesses in the past and would welcome the opportunity to partner with a similar law firm for this redevelopment of Belmont Park project. NATEOF t( STATE OF OPPDRTUNITY. Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development All information provided in connection with the questionnaire is subject to audit and any fraudulent statements are subject to criminal osecutjon and debarment. Signature of Owner/Official Printed Name of Signatory Title Name of Business Address City, State, Zip Mark B. Arnold Partner Andrews Kurth Kenyon LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Page 4 Ff—INEW YORK STATE aF OPPORTUNITY. Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development STATE OF COUNTY OF } ss: On the Zeki day of _Atiaz, O1tbefore me, the undersigned, a Notary Public in and for the State of ZPA.cy, personalty appeared MAW , p,t,J , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to this certification and said person executed this instrument. tLLEN W SCHULTZ VARY Nag STAtECOAUSSON OF YAS �r•:�•.. [� , 201g MAY Page 5 Notary Public Form W=9 (Rev. December20/4) Department of the Treavxy !Memel Revenue Service Request for Taxpayer identification Number and Certification Give Form to the requester, Do not send to the IRS. Print or type See Specific Instructions on page 2. J 1 Name (as shown on your income tax return). Name Ps required on this line; du not leave this line blank. Andrews Kurth Kenyon LLP 2 Business nemeldlsregarded entity name, it different Imre above 3 Check appropriate box for federal tax classification; check only one of the 'following seven boxes; individual/sole ro detOr Or C Co oration S Corporation J Partnership TrusVesta[e ❑ Corporation ❑ p ❑ p single -member LLC ❑ Limited liability Enter the tax S=S corporation, P=partrershlp) ■ 4 Exemptions (codes apply only to certproprietor instructions n ion page es, nct 33ivlduais; sae Exempt payee code lil any} company. classification (C=C corporation, Note. For a single -member LLC that is disregarded, do not check LTC; check thespprapriate box In the line above for the tax classification of the single -member owner. Exemption from FATCA reporting code ;if any} 0 Other (see Instructions) i folgp •+ b •Rea m..,mx.•d wmd• trio u.sl 5 Address (number, street, end apt, or suite no.) 600 Travis, Ste. 4200 Pmt Remittance- PO Sox 301276 Requester's name and address (optional) 6 City, state, and ZIP code Houston, TX 77002 Dallas, TX 75303-1276 7 Llst account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN}. Howeve-, for a resident alien, sole p'aprietor, or disregarded entity, sea the Part i instructions on page 3. For other entlties, It Is your emjloyer Identification number (EIN). If you do not have a number, see How to pet e - - 77N on page 3. Note. If the account Is in more than one name, see the Instructions for line 1 and the chart on page 4 for guidelines on whose number lc enter. or Employer identificai on number 7 4 1 0 2 7 3 8 WM Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting far a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or {c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA codes) entered an this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently Subject to backup withholding because you have failed to report all interest paid, acquisition or attendor generally, payments other than intq instructions on page 3. Sign Signature of Here U.S. parson I► interest and dividends on your tax return, For real estate transactions, item 2 does not apply. For mortgage ant of seenreri property canraliafinn of cieht, nontrihutionm to en individual retirement arrangement (IRA), and t and dividends, you r not required to sign the certification, but you must provide your correct TIN. See the 1r< General Instructions Section references are to the internal Revenue Code unless otherwise noted Future developments, Information about developments affecting Form W-9 (such as legislation enacted alter we release it) Is at www,frs.govlhv9. Purpose of Form An individual or entity (Farm W-9 requester) who Is required to tile an information return with the IRS must obtain your correct taxpayer identification number {TIN} which may be your social security number ISSN), individual taxpayer identification number (ITIN), adoption taxpayer Identification number (ATM), or employer identification number (FIN), to report on an information return the amount pald to you, or other amount reoortable on an information return. Examples of information returns include, but ere not limited to, the following; • Form 1099-INT (Interest earned or paid) • Form 1099-DIV;dividends, Including those from stocks or mutual funds) • Farm 1099-MISC (various types or income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and cenaln other transactions by brokers) + Form 1099-5 (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions} Date ► • Farm 1096 (home mortgage Interest), 1099-E (student loan interest), 1098-T (tuition} • Form 1099-C {canceled debt} • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 orgy if you are a U,S. person (Including a resident alien), 10 provide yourcorrecl TIN. If you do not return Form W-9 fa the requester with a UN, you might be subject to backup Withholding, See What fs backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you era giving Is correct (or you are welting fora number to be Issued), 2, Certify that you are not subject to backup withholding, or 3, Claim exemption from backup withholding if you are a U,S, exempt payee. If applicable, you are also certifying that es a U.S. parson, your e!locabte share of any partnership Income from a U.S, trade or business Is not subject to the withholding tax on foreign partners' share at effectively connected Income, and 4. Certify that FATCA code(a) entered on this form (if any) indicating that you are exempt from the FATCA reporting, Is correct. See What is FATCA reporting? on page 2 for further Information, Cat. No. 10231X Form W-9 (nay. 12-2014) HUNTON WILLIAMS Model Language to Obtain the Offerer Disclosure of Prior Non -Responsibility Determinations Background: Under New York State Finance Law § 139-k(2), covered governmental entities are obligated to obtain specific information regarding prior non -responsibility determinations. This information must be collected in addition to the information that is separately obtained pursuant to State Finance Law § 163(9). In accordance with State Finance Law § 139-k, an Offerer must be asked to disclose whether there has been a finding of non -responsibility made within the previous four (4) years by an Governmental Entity due to: (a) a violation of State Finance Law § 139-j or (b) the intentional provision of false or incomplete information to a Governmental Entity. The terms "Offerer" and "Governmental Entity" are defined in State Finance Law § 139-k(1). State Finance Law § 139-j sets forth detailed requirements about the restrictions on Contacts during the procurement process. A violation of State Finance Law § 139-j includes, but is not limited to, an impermissible Contact during the restricted period (for example, contacting a person or entity other than the designated contact person, when such Contact does not fall within one of the exemptions). As part of its responsibility determination, a covered governmental entity must consider whether an Offerer fails to timely disclose accurate or complete information regarding the above non -responsibility determination. In accordance with law, no Procurement Contract shall be awarded to any Offerer that fails to timely disclose accurate or complete information under this section, unless a finding is made that the award of the Procurement Contract to the Offerer is necessary to protect public property or public health safety, and that the Offerer is the only source capable of supplying the required Article of Procurement within the necessary timeframe. Instructions: A Governmental Entity must include a disclosure request regarding prior non -responsibility determinations in its solicitation of proposals or bid documents or specifications or contract documents, as applicable, for procurement contracts. The attached form is to be completed and submitted by the individual or entity seeking to enter into a Procurement Contract. Offerer Disclosure of Prior Non -Responsibility Determinations Name of Individual or. Entity Seeking to Enter into the Procurement Contract: Hunton & Williams LLP Address: 200 Park Avenue, New York, New York 10166 Name and Title of Person Submitting this Form: Carl F. Schwartz, Partner Contract Procurement Number: N/A - Legal Services Related to the Redevelopment of Belmont Park Date; 3/7/2018 1. Has any Governmental Entity made a finding of non -responsibility regarding the individual or entity seeking to enter into the Procurement Contract in the previous four years? (Please circle): Yes If yes, please answer the next questions:• 2. Was the basis for the finding of non-r onsibility due to a violation of State Finance Law § 139-j? (Please circle) Yes 3. Was the basis for the finding of non -responsibility due to the intentional provision of false or incomplete information to a Governmental Entity? (Please circle) is Yes 4. If you answered`yes to any of the above questions, please provide details regarding the finding of non - responsibility below. Governmental Entity: Date of Finding of Non -Responsibility: Basis of Finding of Non -Responsibility: (Add additional pages as necessary) 5. Has any Governmental Entity or other governmental agency terminated or withheld a Procurement Contract with the above -named individual or entity due to the intentional provision of false or incomplete information? (Please circle) e Yes 6. if yes, please provide details below, • Governmental Entity: Date of Termination or Withholding of Basis of Termination or Withholding: Contract: (Add additional pages as necessary) Offerer certifies that all info o Law § 139-k is complete, tru By: v ate. to the Governmental Entity with respect to State Finance Date:3l7/2018 ` Signature Name: Carl F. Schwartz Title: Partner Model Language to Obtain Offerer's Affirmation of ITnderstanding of and Agreement pursuant to State Finance Law § 139-j (3) and § 139 j (6) (b) Background: State Finance Law § 139.j(6)(b) provides that: Every Governmental. Entity shall seek written affirmations from all Offerers as to the Oiferer's understanding of and agreement to comply with the Governmental Entity's procedures relating to permissible contacts during a Governmental Procurement pursuant to subdivision three al this section. Instructions: A Governmental Entity must obtain the required affirmation of understanding and agreement to comply with procedures op procurement lobbying restrictions regarding permissible Contacts in the restricted period for a procurement contract in accordance with State Finance Law § § 1.39 j and 139-k. It is recommended that this affirmation be obtained as early as possible in the procurement process, such as when the Offerer submits its proposal or bid. The following language can be used to obtain the affirmation. Offerer affirms that it under r. ids and ate:. . comply with the procedures of the Government Entity rely ssible Contacts as required by State Finance Law § 139 j (3) and (b). Signed: Nance: Carl F. Schwartz Title: Partner Contractor Name: Hunton & Williams-LLP Date: 3I712018 Contractor Address: 200 Park Avenue, New York, New York 10166 AC 3290-S (Rnv. 9/13) NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY You have selected the For -Profit Nun -Construction questiuunaiie which may he printed and completed in this format or, for your convenience, may be completed online using the New York State VendRep System. COMPLETION & CERTIFICATION The person(s) completing the questionnaire must be knowledgeable about the vendor's business and operations. An owner or officer must certify the questionnaire and the signature must be notarized. NEW YORK STATE VENDOR IDENTIFICATION NUMBER (VENDOR ID) The Vendor ID is a ten -digit identifier issued by New York State when the vendor is registered on the Statewide Vendor File. This number must now be included on the questionnaire. If the business entity has not obtained a Vendor ID, contact the IT Service Desk at ITServiceDesk@osc.state.ny.us or call 866-370-4672. DENTITIONS All underlined terms are defined in the "New York State Vendor Responsibility Definitions List," found at www osc.state.nv.ustvendreo/docwnentsfgitestionnaire/definitions.pdf. These terms may not have their ordinary, common or traditional meanings. Each vendor is strongly encouraged to read the respective definitions for any and all underlined terms. By submitting this questionnaire, the vendor agrees to be bound by the terms as defined in the "New York State Vendor Responsibility Definitions List" existing at the time of certification. RESPONSES Every question must be answered. Each response must provide all relevant information which can be obtained within the Iimits of the law. However, information regarding a determination or finding made in error which was subsequently corrected is not required. Individuals and Sole Proprietors may use a Social Security Number but are encouraged to obtain and use a federal Employer Identification Number (EIN), REPORTING ENTITY Each vendor must indicate if the questionnaire is filed on behalf of the entire Legal Business Entity or an Organizational Unit within or operating under the authority of the Legal Business Entity and having the same ESN. Generally, the Organizational Unit option may be appropriate for a vendor that meets the definition of "Deporting Entity" but due to the size and complexity of the Legal Business Entity, is best able to provide the required information for the Organizaa:itonal Unit, while providing more limited information for other parts of the Legal Business Entity and Associated Entities. ASSOCIATED ENTITY An Associated Entity is one that owns or controls the Reporting Entity or any entity owned or controlled by the Reporting Entity. However, the term Associated Entity does not include "sibling organizations" (Le., entities owned or controlled by a parent company that owns or controls the Reporting Entity), unless such sibling entity has a direct relationship with or impact on the Reporting Entity. STRUCTURE OF THE QUESTIONNAIRE The questionnaire is organized into eleven sections, Section i is to be completed for the Legal Business Entity. Section II requires the vendor to specify the Reporting Entity for the questionnaire. Section III refers to the individuals of the Reporting Entity, while Sections lV-VIII require information about the Reporting Entity. Section 1X pertains to any Associated Entities, with one question about their Officials/Owners. Section X relates to disclosure under the Freedom of Information Law (FOIL). Section XI requires an authorized contact for the questionnaire information, AC 3290-S (Rev. 9/13) NYS Vendor ID: :Undefined Bookmark, VENDORII) NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY I. LEGAL BUSINESS ENTITY INFORMATION Legal Business Entity Name* BUN 54-0572269 Hunton & Williams LLP Address of the Principal Place of Business (street, city, state, zip code) New York State Vendor Identification Number 1000032113 2200 Pennsylvania Avenue, NW Washington, DC 20037 Telephone (202) 309-1070 Fax (212) 309-1830 Email cschwnrtz{Ja bunton,coin Website www.huntoti.com Additional Legal Business Entity Identities: If applicable, list any other DBA, Trade Name, Former Name, Other Identity, or EIN used in the last five (5) years and the status (active or inactive). Type Name E1N Status 1,0 Legal Business Entity Type — Check appropriate box and provide additional information: ❑ Corporation (including ) Date of Incorporation ❑ Limited Liability Company (LLC or PLLC) Date of Organization El Partnership (including LLP. LP or General) Date of Registration or Establishment 1901 Sole Proprietor How many years in business? • Other Date Established lfOther, explain: 1.1 Was the Legal Business Entity formed or incorporated in New York State? • Yea h:4 No If 'No,' indicate jurisdiction where Legal Business Entity was formed or incorporated and attach a ert`ficate of Good Standing from the applicable jurisdiction or provide an explanation if a Certificate of Good Standing is not available. e United States State Virginia p Other Country Explain, if not available: 1.2 Is the Legal Business Entity publicly traded? • Yes O. No If"Yes," provide CIK Code or Ticker Symbol 1.3 Does the Legal Business Entity have a DUNS Number? El Yes • No If "Yes," Enter DUNS Number 074751827 *All underlined terms are defined in the "New York State Vendor Responsibility Definitions List," which can be found at vwwww.osc.state.nv.uslvendrenldocuments/questionnaire/definitions.ndf. Page 2of11 AC 3290-S (Rev. 9/13) NYS Vendor ID: !Undefined Bookmark, VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY L LEGAL BUSINESS ENTITY INFORMATION 1.4 If the Legal Business Entity's Principal Place of Business is not in New York State, does the Legal Business KA ye ❑ No Entity maintain an office in New York State? Business is in New York State.) ❑ N/A (Select "NIA," if Principal Place of if "Yes," provide the address and telephone number for one office located in New York State. 200 Park Avenue, New York, New York, 10166, (202) 309-1000 1.5 Is the Legal Business Entity a New York State certified Minority -Owned Business Enterprise (MBE), certified ❑ Yes 12 No Women -Owned Business Enterprise (WBE), New York State Small Business (SB) or a federally Disadvantaged Business Enterprise (DBE)? -Owned Business Enterprise (MBE) If "Yes," check all that apply: ❑ New York State certified Minority ❑ New York State certified Women-Ownec Business Enterprise (WBE) (SB) • New Yorli State Small Business Federally certified Disadvantaged Business Enterprise (DBE) 1.6 Identify Officials and Principal Owners, if applicable. For each person, include name, title and percentage of ownership. Attach information is optional. additional pages if necessary, If applicable, reference to relevant SEC filing(s) cor_taining the required Name Title Percentage Ownership (Enter 0%n if not applicable) Walfrido J. Martinez Firm Managing Partner < 5% George C. Howell,1l1 Chair of the Executive Committee < 5% Chief Administrative Officer Jacob Kerkhoff 0% Chief Financial Officer Madhav Srinivasan 0% Chief Information Officer Rich McClain, Jr. 0% Chief Marketing Officer Anne Malloy Tucker 0% Page 3ofll AC 329O-S (Rev, 4t13) NYS Vendor ID; ;Undefined Bookmark, \'E;NDORIN NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY II, REPORTING ENTITY INFORMATION 2.0 The Reporting Entity for this questionnaire is: the entire Legal Business Entity for the remainder of the III) ON CRITERIA TO Leia1 Business Entity for the Note; Select only one. Legal Business Entity_ Note: If selecting this option, "Reporting En tits " refers to questionnaire. (SKIP THE REMAINDER OF SECTION II AND PROCEED WITH SECTION ❑ Organizational Unit within and operating under the authority of the Legal Business Entity SEE DEFINITIONS OF "REPORTING ENTITY" AND "ORGANIZATIONAL UNIT" FOR ADDITIONAL INFORMATION OI7ALIFY FOR THIS SELECTION. Note: If selecting this option, "Reporting Entity" refers to the Organizational Unit within the remainder of the questionnaire. (COMPLETE THE REMAINDER OF SECTION II AND ALL REMAINING SECTIONS OF THIS QUESTIONNAIRE.) IDENTIFYING INFORMATION a) Reporting Entity Name Address of the Primary Place of Business (street, city, state, zip code) Telephone ext. b) Describe the relationship of the Reporting Entity to the Legal Business Entity c) Attach an organizational chart d) Does the Reporting Entity have a DUNS Number? ■ Yes ❑ No If "Yes," enter DUNS Number e) Identify the designated manager(s) responsible for the business For each person, include name and title. Attach additional oftbe Reporting Entity. pages if necessary. Narne Title Page 4ofII AC3290-5(Rev, 9/13) NYS Vendor ID: !Undefined Bookmark, VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY INSTRUCTIONS FOR SECTIONS III THROUGH VII For each "Yes," provide an explanation of the issue(s), relevant dates, the government entity involved, any remedial or corrective action(s) taken and the current status of the issue(s). For each "Other," provide an explanation which provides the basis for not definitively responding "Yes" or "No." Provide the explanation at the end of the section or attach additional sheets with numbered responses, including the Reporting Entity name at the top of any attached pages. III. LEADERSHIP INTEGRITY Within the past five (5) years, has any current or former reporting entity official or any individual currently or formerly having the authority to sign, execute or approve bids, proposals, contracts or supporting documentation an behalf of the reporting entity with any government entity been: 3.0 Sanctioned relative to any business or professional permit andfor license? lg Yes 0 No In Other 3.1 Suspended, debarred, or disqualified from any government contracting process? 0 Yes ►+4 No 0 Other 3.2 The subject of an investigation, whether open or closed, by any government entity for a civil or ® Yes ■ No [J Other criminal violation for any business -related conduct? 3.3 Charged with a misdemeanor or felony, indicted, granted immunity, convicted of a crime or subject to a judgment for: E Yes ❑ No 0 Other a) Any business -related activity; or b) Any crime, whether or not business -related, the underlying conduct of which was related to truthfulness? For each "Yes" or "Other" explain: 1 Hunton & Williams' former partner might have been subject to professional discipline by the applicable lawyer licensing authority due to the indictment and conviction mentioned there. Hunton & Williams is subject to ordinary courseauditsfrom time to time as a result of its representation of federal, state or local governmental entities. To the knowledge of persons in the firm's Office of General Counsel, none has resulted in any finding of noncompliance, or has involved any penalty. In the interest of full disclosure, we note that several years ago the IRS opened an investigation into Hunton & Williams representation ofcertain clients in certain municipal bond transactions involving tax- exempt bonds. That investigation has been resolved and closed; there was no adverse finding. A former partner ofHunton & Williams was convicted in 2017 of insider trading charges for having tipped a family friend, who also was his investment adviser or broker, about the proposed acquisition of a firm client of Hunton & Williams by another entity, which was non-public information. Testimony indicated that the former partner was intoxicated when hosting the adviser at the former partner's home for dinner, and during a conversation included a comment that was held to be an unlawful "tip" that the adviserfbroker acted on. The former partner was sentenced to probation, and the court imposed fines and other tinancial penalties. The act took place while the accused was a partner of Hunton & Williams, but also was in violation ofHunton & Williams' strict policies prohibiting such conduct. The farmer partner ceased to be a partner of Hunton & Williams prior to his indictment in 2016. Hunton & Williams was not charged in connection with the former partner's conduct. IV. INTEGRTTY — CONTRACT BIDDING Within the past jive (5) years, has the reporting entity: 4.0 Been suspended or debarred from any government contracting process or been disqualified on any 0 Yes ®No government procurement, permit, license, concession, franchise or lease, including, but not limited to, debarment for a violation ofNew York State Workers' Compensation or Prevailing Wage laws or New York State Procurement Lobbying Law'? 4.1 Been subject to a denial or revocation of a government prequalification? ❑ Yes rzi No 4.2 Been denied a contract award or had a bid rejected based upon a non -responsibility finding by a ❑ Yes ® No government entity? Page 5 of 1 AC 3290-S (Rev. 9/13) NYS Vendor ID: !Undefined Bookmark, VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY 4.3 Had a low bid rejected on a government contract for failure to make good faith efforts on any Minority- • Yes PI No Owned Business Enterprise, Women -Owned Business Enterprise or Disadvantaged Business Enterprise goal or statutory affirmative action requirements on a previously held contract? 4.4 Agreed to a voluntary exclusion from bidding/contracting with a government entity? • Yes e No 4.5 Initiated a request to withdraw a bid submitted to a government entity in lieu of responding to an • Yes / / No information request or subsequent to a formal request to appear before the government entity? For each "Yes," explain: V. INTEGRITY — CONTRACT AWARD Within the past jive (5) years, has the reporting entity: 5.0 Been suspended, cancelled or terminated for cause on any government contract including, but not limited ❑ Yes /�1 No to, a non -responsibility finding? 5.1 Been subject to an administrative proceeding or civil action seeking specific performance or restitution in ■ Yes 0 No connection with any government contract? 5.2 Entered into a formal monitoring agreement as a condition of a contract award from a government entity? ❑ Yes 1:1 No For each "Yes," explain: VI. CERTIFICATIONS/LICENSES Within the past five (5) years, has the reporting entity: 6.0 Had a revocation, suspension or disbarment of any business or professional permit and/or license? • Yes ►1 No 6.1 Had a denial, decertification, revocation or forfeiture of New York State certification of Minority -Owned ❑ Yes ►l1 No Business Enterprise, Women -Owned Business Enterprise or federal certification of Disadvantaged Business Enterprise status for other than a change of ownership? For each "Yes," explain: VII. LEGAL PROCEEDINGS Within the past five (5) years, has the reporting entity: 7.0 Been the subject of an investigation, whether open or closed, by any government entity for a civil or criminal ❑ Yes KA No violation? 7.1 Been the subject of an indictment, grant of immunity, judgment or conviction (including entering into a plea ❑ Yes /1 No bargain) for conduct constituting a crime? 7.2 Received any OSHA citation and Notification of Penalty containing a violation classified as serious or ❑ Yes 12 No willful? 7.3 Had a government entity find a willful prevailing wage or supplemental payment violation or any other ❑ Yes / No willful violation of New York State Labor Law? Page 6 of 11 AC 3299-S (Rev. 9/13) NYS Vendor ID: !Undefined Bookmark, VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY 7.4 Entered into a consent order with the New York State Department of Environmental Conservation, or received an enforcement determination by any aovernment entity involving a violation of federal, state or local environmental laws? ❑ Yes Z No 7.5 Other than previously disclosed: a) Been subject to fines or penalties imposed by government entitles which in the aggregate total $25,000 or more; or b) Been convicted of a criminal offense pursuant to any administrative and/or regulatory action taken by any government entity? ❑ Yes 21 No For each "Yes," explain: Page 7 of 11 AC 3290-S (Rev. 9/13) NYS Vendor ID: !Undefined Bookmark, VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY VIII. FINANCIAL AND ORGANIZATIONAL CAPACITY 8.0 Within the past five (5) years, has the Reporting Entity received any formal unsatisfactory performance ❑ Yes ►I1 No assessment(s) from any government entity on any contract? If "Yes," provide an explanation of the issue(s), relevant dates, the government entity involved, any remedial or corrective responses. action(s) taken and the current status of the issue(s), Provide answer below or attach additional sheets with numbered 8.1 Within the past five (5) years, has the Reporting Entity had any liquidated damages assessed over $25,000? ❑ Yes /1 No If "Yes," provide an explanation of the issue(s), relevant dates, contracting party involved, the amount assessed and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 8.2 Within the past five (5) years, have any liens or iudgments (not including UCC filings) over $25,000 been ❑ Yes 12 No filed against the Reporting Entity which remain undischarged? If "Yes," provide an explanation of the issue(s), relevant dates, the Lien holder or Claimant's name(s), the amount and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. of the lien(s) 8.3 In the last seven (7) years, has the Reporting Entity initiated or been the subject of any bankruptcy • Yes .6. proceedings, whether or not closed, or is any bankruptcy proceeding pending? If "Yes," provide the bankruptcy chapter number, the court name and the docket number. Indicate the current status of the proceedings as "Initiated," "Pending" or "Closed." Provide answer below or attach additional sheets with numbered responses. 8.4 During the past three (3) years, has the Reporting Entity failed to file or pay any tax returns required by ❑ Yes 0 No federalstate or local tax laws? If "Yes," provide the taxing jurisdiction, the type of tax, the liability year(s), the tax liability amount the Reporting Entity failed to file/pay and the current status of the tax liability. Provide answer below or attach additional sheets with numbered responses. 8.5 During the past three (3) years, has the Reporting Entity failed to file or pay any New York State ❑ Yes ►�I No unemployment insurance returns? If "Yes," provide the years the Reporting Entity failed to file/pay the insurance, explain the situation and any remedial or with numbered corrective action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets responses. 8.6 During the past three (3) years, has the Reporting Entity had any government audit(s) completed? ►5 Yes ■ No a) If "Yes," did any audit of the Reporting Entity identify any reported significant deficiencies in internal ❑ Yes ►,1 No control, fraud, illegal acts, significant violations of provisions of contract or grant agreements, significant abuse or any material disallowance? If"Yes" to 8.6 a), provide an explanation of the issue(s), relevant dates, the government entity involved, any remedial or with numbered Williams' corrective action(s) taken and the current status of the issue(s). Provide answer below or attach additional sheets responses. See response to section III regarding regular audits as a result of representation of governments, and Hunton & confirmation of no adverse result from any audit. Page 8 of 11 AC 3290-S (Rev. 9/13) NYS Vendor ID: !Undefined Bookmark, VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY IX. ASSOCIATED ENTITIES This section pertains to any entity(ies) that either controls or is controlled by thereporting entity. (See definition of "associated entity" for additional information to complete this section,) 9.0 Does the ReportingEntity have any Associated Entities? /1 Yes ❑ No Note: All questions in this section must be answered if the Reporting Entity is either: — An Organizational Unit; or — The entire Legal Business Entity which controls, or is controlled by, any other entity(ies). If "No," SKIP THE REMAINDER OF SECTION IX AND PROCEED WITH SECTION X. 9.1 Within the past five (5) years, has any Associated Entity Official or Principal Owner been charged with a ❑ Yes /1 No misdemeanor or felony, indicted, granted immunity, convicted of a crime or subject to a judgment for: a) Any business -related activity; or b) Any crime, whether or not business -related, the underlying conduct of which was related to truthfulness? if "Yes," provide an explanation of the issue(s), the individual involved, his/her title and role in the Associated Entity, his/her relationship to the Reporting Entity, relevant dates, the government entity involved, any remedial or corrective action(s) taken and the current status of the issue(s). 9.2 Does any Associated Entity have any currently undischarged federal, New York State, New York City or ❑ Yes , No New York local government liens or judgments (not including UCC filings) over $50,000? If "Yes," provide an explanation of the issue(s), identify the Associated Entity's name(s), EIN(s), primary business activity, lien(s) and the relationship to the Reporting Entity, relevant dates, the Lien holder or Claimant's name(s), the amount of the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. 9.3 Within the past five (5) years, has any Associated Entity: a) Been disqualified, suspended or debarred from any federal, New York State, New York City or other ❑ Yes /i1 No New York local government contracting process? b) Been denied a contract award or had a bid rejected based upon a non -responsibility finding by any ❑ Yes /X1 No federal, New York State, New York City, or New York local government entity? c) Been suspended, cancelled or terminated for cause (including for non -responsibility) on any federal, • Yes ►i1 No New York State, New York City or New York local government contract? d) Been the subject of an investigation, whether open or closed, by any federal, New York State, New • Yes /i1 No York City, or New York local government entity for a civil or criminal violation with a penalty in excess of $500,000? e) Been the subject of an indictment, grant of immunity, judgment, or conviction (including entering into ❑ Yes /61 No a plea bargain) for conduct constituting a crime? f) Been convicted of a criminal offense pursuant to any administrative and/or regulatory action taken by any federal, New York State, New York City, or New York local government entity? ❑ Yes ►X1 No g) Initiated or been the subject of any bankruptcy proceedings, whether or not closed, or is any bankruptcy proceeding pending? ❑ Yes ►X1 No For each "Yes," provide an explanation of the issue(s), identify the Associated Entity's name(s), EIN(s), primary business corrective action(s) activity, relationship to the Reporting Entity, relevant dates, the government entity involved, any remedial or taken and the current status of the issue(s). Provide answer below or attach additional sheets with numbered responses. Page 9 of 11 AC 3299-5 (Rev. 9113) NYS Vendor ID: !Undefined Bookmark, VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY X. FREEDOM OF INFORMATION LAW (FOIL) 10. Indicate whether any information supplied herein is believed to be exempt from disclosure under the Freedom of Information Law (FOIL). Note: A. determination of whether such information is exempt from FOIL will be made at the time of any request for disclosure under FOIL. ❑yes 21No If "Yes," indicate the question number(s) and explain the basis for the claim, XL AUTHORIZED CONTACT STIONNAIRE Name Carl F. Schwartz Telephone (202) 309-1070 ext. Fax (212) 309-1830 Title Partner Email cschwartz@hunton.com Page I 0 of 11 AC 3290-S (Rev. 9/13) NYS Vendor ID: !Undefined Bookmark., VENDORID NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY Certification The undersigned: (1) recognizes that this questionnaire is submitted for the express purpose of assisting New York State government entities (including the Office of the State Comptroller (OSC)) in making responsibility determinations regarding award or approval of a contract or subcontract and that such government entities will rely on information disclosed in the questionnaire in making responsibility determinations; (2) acknowledges that the New York State government entities and OSC may, in their discretion, by means which they may choose, verify the truth and accuracy of all statements made herein; and (3) acknowledges that intentional submission of false or misleading information may result in criminal penalties under State and/or Federal Law, as well as a finding of non -responsibility, contract suspension or contract termination. The undersigned certifies that he/she: • is knowledgeable about the submitting Business Entity's business and operations; • has read and understands all of the questions contained in the questionnaire; • has not altered the content of the questionnaire in any manner; • has reviewed and/or supplied full and complete responses to each question; • to the best of his/her knowledge, information and belief, confirms that the Business Entity's responses are true, accurate and complete, including all attachments, if applicable; • understands that New York State goverrrnent entities will rely on the information disclosed in the questionnaire when entering into a contract with the Business Entity; and • is under an obligation to update the information provided herein to include any material changes to the Business Entity's responses at the time of bid/proposal submission through the contract award notification, and may be required to update the information at the re est of the New Y Mate government entities or OSC prior to the award and/or approval of a contract, or to the contract. Signature ofOwnertOfficial Printed Name of Signatory Title Name of Business Address City, State, Zip Carl F. Schwartz Partner Hunton & Williams LLP 200 Park Avenue New York, New York 10166 Sworn to before me this O day of tAft4,14.214 Notary Public ,204; KEVIN A WAKEFIELD NotaryPublic, State or New York Registration No. O2WA6290217 Qualified in Queens aunty Commission Expires October 7, 2021 Page 11 of 11 AC 329O-5 (Rcv. 9113) NYS Vendor ID: !Undefined Bookmark, VENDORI❑ NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE FOR -PROFIT BUSINESS ENTITY Certification The undersigned: (1) recognizes that this questionnaire is submitted for the express purpose of assisting New York State government entities (including the Office of the State Comptroller (OSC)) in making responsibility determinations regarding award or approval of a contract or subcontract and that such government entities will rely on information disclosed in the questionnaire in making responsibility determinations; (2) acknowledges that the New York State government entities and OSC may, in their discretion, by means which they may choose, verify the truth and accuracy of all statements made herein; and (3) acknowledges that intentional submission of false or misleading information may result in criminal penalties under State and/or Federal Law, as well as a finding of non -responsibility, contract suspension or contract termination. The undersigned certifies that he/she: • is knowledgeable about the submitting Business Entity's business and operations; • has read and understands all of the questions contained in the questionnaire; ■ has not altered the content of the questionnaire in any manner; ▪ has reviewed and/or supplied full and complete responses to each question; + to the best of his/her knowledge, information and belief, eonfirms that the Business Entity's responses are true, accurate and complete, including all attachments, if applicable; + understands that New York State government entities will rely on the information disclosed in the questionnaire when entering into a contract with the Business Entity; and • is under an obligation to update the information provided herein to include any material changes to the Business Entity's responses at the time of bid/proposal submission through the c award notification, and may be required to update the information at the re t of the New tate government entities or OSC prior to the award and/or approval of a contract, or dj4 t�.ttl the contract. Signature of Owner,'Qfcial Printed Name of Signatory Carl F. Schwartz Title Partner Name of Business Bunton & Williams LLP Address 200 Park Avenue City, State, Zip New York, New York 10166 Sworn to before me this day of 414 ,201 ; Notary Public KEVIN A WAKEFIELD Notary Public, State of New Vert Registration No. 02WA629Q217 Qualified in Queens County Commission Expires October 7, 2021 Page10of10 Guarmax*ft ±t±r (iirpiirtfiim Cinnmsthu CrEckTIEICAA O EfCT I Cert f the Eoffawing from the Records of the Commission: On Aprii'1, 2003, Hunton & Williams LLP, a Virginia partnership, filed in the Clerk's Office of the Commission a statement of registration as a registered limited liability partnership. As of the date below, this statement is in effect. Nothing more is hereby certified. CI50505 Signed and Seared at 1 'cfimoncfon this Date: February 27, 2018 yoe(fJ{ Peck Cferkaf the Commission Hunton & Williams LLP Iran Divestment Act By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each bidder is not on the list created pursuant to paragraph (b) of subdivision 3 of section 165-a of the State Finance Law. Carl F. Schwartz Partner Hunton & Williams LLP 200 Park Avenue New York, New York 10166 Hu o1V & WILUAMS Htantan tN+llialn5 LLP NEHf YORIC STATE OF OPPORTkINITY- OCSD-4 Empire State Development OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY MWBE AND SDVOS UTILIZATION PLAN INSTRUCTIONS: Thisform must be submitted with any bid, proposal, or proposed negotiated contract or within a reasonable time thereafter, but prior to contract award. This MWBE and SDVOB Utilization Plan must contain a detailed description of the supplies and/or servines to be provided by each certified Minority and Women -owned Business Enterprise (M/WBE) and/or Service Disabled Veteran Owned Business (SDVOS) under the contract. Attach additional sheets If necessary. * indicates mandatory fields *Contractor Name; Hunton & Wiliams LLP *Representative Name: Carl F. Schwartr *Phone; (212) 309-1070 *Fax; (212) 309-1830 *Email: cschwartz@hunlan.cam *Total Dollar Value of Contract/Grant: $ NIA Addres s: 200 Park Avenue Town, State & Zip; New York, New York 10166 *ESD Contract/Project Number: N/A REP/RFD/Solicitation Number: NIA *MWBE Goal: MBE fl %+ WBE 0 %= MWBE GOAL N/A % *SDVO6 Goal: 0 % 1. Contact Person's Name, Address, Phone and Email. 2. * Check All That Apply . * Federal ID No. 4. Detailed Description of Work (Attach additional sheets, if necessary, Attach Contract if available) 5. Dollar Value of Contract (if unavailable or yet undetermined, indicate $1) A. Andrews Kurth Kenyon LLP and Hunton & Williams LLP are full service law films and do not anticipate any subtracting opportunities associated with this project. NYS CERTIFIED MBE ❑ WBE D SDVOB B. NYS CERTIFIED 171 MBE 17 WBE • SDVOB -1- S TA IJF SYORK TATE of OPPORTUNITY OCSD-4 Empire State Development OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY MWBE AND SDVOB UTILIZATION PLAN G. If unable to fully meet the MWBE and/o obtained from the Office of Contractor set forth in the contract, the Contractor must submit a Waiver Request form, which maybe er Diversity, at OCSD@ESD.NY.GOV. PREPARED BY (Signature): DATE: 3f7l2015 Preparer's Name (Print or Type): Carl F. Sehwartz Preparer'sTitle: Partner Date: 3/7/2018 SUBIVIISSION OF THIS FORM CONSTITUTES THE CONTRACTOR'S ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH THE MWBE AND SDVOB REQUIREMENTS SET FORTH UNDER NYS EXECUTIVE LAW ARTICLES 15-A AND 17-B, 5 NYCRR PART 143, 9 NYCRR PART 252, AND THE ABOVE - REFERENCED SOLICITATION. FAILURE TO SUBMIT COMPLETE AND ACCURATE INFORMATION MAY RESULT IN A FINDING OF NONCOMPLIANCE AND POSSIBLE TERMINATION OF YOUR CONTRACT. TELEPHONE NO.: EMAIL ADDRESS: ** FOR OCSD USE ONLY ** REVIEWED BY: DATE: The MWBE Certification status of the firms listed an this form MUST be verified using the New York State Contract 5ystem's Directory of Certified Minority and Women - owned Business Enterprises. This directory is available at hops:i/MimetiNnycontracts.COM. The SDVOB Certification status of the firms listed on this form MUST be verified using the Directory of New York State Certified Service -Disabled Veteran -Owned Businesses. This directory is available at httos:f/online.ogs.nv.sov/SDVOBJsearch. -2- UTILZATION PLAN APPROVED? YES ❑ NO Date: Contract No.: Project No. (if applicable):. Contract Award Date: Estimated Date of Completion: Amount Obligated Under the Contract: Description of Work: NOTICE OF DEFICIENCY ISSUED? ❑ YES Q NO Date of Issue: NOTICE OF ACCEPTANCE ISSUED? �] YES ❑ NO Date of Issue: (e) E I( OF STATE 6F ❑PPaRTUNIrY. OCSD-1 Gar] F. Schwartz Empire State DeVe[apment OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY M/WBE PARTICIPATION / EQUAL EMPLOYMENT OPPORTUNITY POLICY STATEMENT the Hunton & Williams LLP (CONTRACTOR OR GRANT REPRESENTATIVE), (GRANTEE/COMPANY NAME) agree to adopt the following policies with respect to the project being developed or services rendered at Legal Services Related to the Redevelopment of Belmont Park NON-DISCR1611NATION AND EQUA EMPLOYMENT OPP 3RTUNITY POLICY (a) This organization will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability or marital status, will undertake or continue existing programs of affirmative action to ensure that minority group members are afforded equal employment opportunities without discrimination, and shall make and docurnent its conscientious and active efforts to employ and utilize minority group members and women in Its work force on state contracts. (b) This organization shall state in all sol}citation or advertisements for employees that in the performance of the State contract all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of this organization's obligations herein. (c) At the request of the ESD, this organization shall request each employment agency, labor union, or authorized representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of this organization's obligations herein, (d) Organization shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions. The organization and its sub -vendors shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. The organization will include the provisions of sections (a) through (d) of this agreement in every subcontract in such a manner that the requirements of the subdivisions will be binding upon each subcontractor as to work in connection with this contract. MWBE PARTICIPATION (MWBE) This organization will and will cause its contractors and subcontractors to take good faith actions to achieve the M/WBE contract participation goals set by the State for that area in which the State -funded project is located, by taking the following steps: (1) Actively and affirmatively solicit bids for contracts and subcontracts from qualified State certified MBEs or WBEs, including solicitations to M/WBE contractor associations. Page -1-of2 STATE A YORK STOF OPPORTUNFFY_ OCS D-1 Empire State Development OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY M f WBE PARTICIPATION / EQUAL EMPLOYMENT OPPORTUNITY POLICY STATEMENT (2) Request a list of State -certified M/WBEs from E5D's Office of Contractor and Supplier Diversity ("OCSD") and solicit bids from the listed vendors directly. OCSD maybe reached via email at OCSD@ESD.NY.GOV. (3) Ensure that plans, specifications, request for proposals and other documents used to secure bids will be made available in sufficient time for review by prospective M/WBEs. (4) Where feasible, divide the work into smaller portions to enhanced participations by M/WBEs and encourage the formation of joint venture and other partnerships among M/WBE contractors to enhance their participation. (5) Document and maintain records of bid solicitation, including those to M/WBEs and the results thereof. Contractor will also maintain records of actions that Its subcontractors have taken toward meeting M/WBE contract participation goals. Ensure that progress payments to M/WBEs are made on a timely basis so that undue financial hardship is avoided, and that bonding and of - - s rt requirements are waived or appropriate alternatives developed to e r .e participation. Agreed an this March By: (SIGNATURE) Print Name: Title: Carl F. Schwartz Partner Minority & Women -owned Business Enterprise -Equal Employment Opportunity Liaison NIA (name of designated contractor/grantee liaison) is designated as the Minority and Women -owned Business Enterprise Liaison responsible for administering the Minority and Women -owned Business Enterprises -Equal Employment Opportunity (MJWBE-EEO) program. M/WBE Contract Goals 0 % Minority Business E 0 % Wamen's Busines 0 % TOTAL/OVE se P. . iclpation e Participation BE Participation Goal EEO Contract Goals NOT APPLICABLE % M inority Labor Force Participation NOT APPLICABLE % Female Labor Force Participation (Signature of Contractor's Authorized Representative) *Name: Carl F. Schwartz *Company: Bunton & Williams LLP *Title: Partner *Phone: (212) 309-1070 *Fax: (212) 309-1630 *Address: 200 Park Avenue, New York, New York 10166 Page -2-of2 rf-INEW PORK STATE OF OPPORTUNITY_ Empire State Development OCSD-2 (REQUIRED ONLY OF CONTRACTS VALUED AT $250,000 OR MORE) OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY STAFFING PLAN Submit with Bid or Proposal — Instructions on page 2 Contract No.: N/A Project Location: Elmont, New York Report Includes Prime Contractor/Subcontractors: Work force to be utilized on this contract Total work force Prime Contractor Subcontractor Subcontractor Name(s): R Contract Name / Details: Legal Services Related to the Redevelopment of Belmont Park 0 Company Name: Hunton & Williams LLP Company Address and Contract Details: 200 Park Avenue New York, New York 10166 ❑ MI Enter the total number of employees for each classification in each of the EEO -Job Categories identified EEO -Job Category Total Work farce Work force by Gender Work force by Race/Ethnic Identification Total Male (M) Total Female (F) White (M) (F) Black (M) (F) Hispanic (M) (F) Asian (M) (F) Native American (M) (F) Disabled (M) (F) Veteran (M) (F) Officials/Administrators 122 43 79 29 65 5 3 3 5 6 5 0 1 2 1 0 0 professionals 458 231 227 197 190 7 10 14 15 13 12 0 0 3 4 4 0 Technicians 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Sales Workers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 office/Clerical 397 70 327 29 216 28 67 8 32 5 12 0 0 2 7 0 0 Craft Workers 2 2 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 Laborers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Service Workers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Temporary /Apprentices 2 0 2 0 2 0 0 0 0 0 0 0 0 0 0 0 0 Totals 981 346 635 256 473 41 80 25 52 24 29 0 1 7 12 4 0 PREPARED BY (Signature): (kji"1-S'eA. 3/2/2018 DATE: NAME: Ashley Glover TITLE: HR Analyst TELEPHONE: 804-788-8224 ALTERNATE TEL: EMAIL: aglover@hunton.com OTHER: *A11 statistics are based on employees' voluntary self-identification)There are 20 additional employees who voluntarily self -identified as "Two or More Races" and 3 who voluntarily self -identified as as "Not Specified• who are not counted on this report. eri—INEW YORK STATE OF OPPORTUNITY. Empire State Development OCSD-2 (R Egli ER ED ONLY OF CONTRACTS VALUED AT $25n, ODD OR MORE) OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY STAFFING PLAN General instructions: All Contractors and each subcontractor identified in the hid or proposal must complete an EEO Staffing Plan (Form OCSD-2) and submit it as part of the bid or proposal package. Where the workforce to be utilized in the performance of the State contract can be separated out from the contractor's and/or Subcontractor's total work force, the Contractor shall complete this form only for the anticipated work force to be utilized on the State contract. Where the work force to be utilized in the performance of the State contract cannot be separated out from the contractor's and/or Subcontractor's total work force, the Contractor shall complete this form for the contractor's and/or Subcontractor's total work force. Instructions: 1. Enter the Contract or Solicitation number that this report applies to along with the name and address of your company or organization. 2. Check off the appropriate box to Indicate if the Contractor completing the report is the contractor or a subcontractor. 3. check off the a ppropriate box to Indicate work force to be utilized on the contract or the Contractor's total work force. 4. Enter the total work force by EEO job category. 5. Break down the anticipated total work force by gender and enter under the heading' Work force by Gender' 5. Break down the anticipated total work force by race/ethnic Identification and enter under the heading Work force by Race/Ethnic Identification'. Contact the M/WRE Permissible contact(s) for the solicitation If you have arty questions. 7. Enter information on disabled or veterans included in the anticipated work force under the appropriate headings. 8. Enter the name and contact details of the person completing the form. Sign and date the form in the designated boxes. RACE/ETHNIC IDENTIFICATION: Race/ethnic designations as used by the Equal Employment Opportunity Commission do not denote scientific definitions of anthropological origins. For the purposes of this report, an employee may be included in the group to which he or she appears to belong, identifies with, or is regarded in the community as belonging. However, no person should be counted in more than one race/ethnic group. The race/ethnic categories for this survey are: o WHITE {Not of Hispanic origin) Alf persons having origins in any of the original peoples of Europe, North Africa, or the Middle East. o BLACK a person, not of Hispanic origin, who has origins in any of the black racial groups of the original peoples of Africa. o HISPANIC a person of Mexican, PUerto Rican, Cuban, Central or 5otith American or other Spanish culture or origin, regardless of race. o ASIAN & PACIFIC ISLANDER a person having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent or the Pacific Islands. o NATIVE INDIAN [NATIVE AMERICAN/ALASKAN NATIVE) a person having origins in any of the original peoples of North America, and who maintains cultural identification through tribal affiliation or community recognition. OTHER CATEGORIES: o DISABLED INDIVIDUAL o VIETNAM ERA VETERAN o GENDER any person who: - has a physical or mental impairment that substantially limits one or more major life activity[iesj - has a record of such an impairment; or - is regarded as having such an impairment. a veteran who served at anytime between and including January 1,1963 and May 7,1975. Male or Female -2- ent—INATYORK SF STATE D OPPORTUNITY. Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development Exhibit A. DIVERSITY PRACTICES QUESTIONNAIRE Partner !, Carl F. Schwartz as (title) of Huntan & Williams LLP firm or company (hereafter referred to as the company), swear and/or affirm under penalty of perjury that the answers submitted to the following questions are complete and accurate to the best of my knowledge: I. Does your company have a Chief Diversity Officer or other individual who is tasked with supplier diversity initiatives? Yes or No No If Yes, provide the name, title, description of duties, and evidence of initiatives performed by this individual or individuals. N/A 2. What percentage of your company's gross revenues (from your prior fiscal year) was paid to New York State certified minority and/or women -owned business enterprises as subcontractors, suppliers, joint -venturers, partners or other similar arrangement for the provision of goods or services to your company's clients or customers? We track spend with minority and women -owned vendors — 15 vendors during 2017. We also partner with minority -owned law Firms on client matters in our structured finance and securitization practice and Our public finance practice. We are currently considering plans to establish a formal supplier diversity program that will provide a structure For supplier diversity to be better integrated into our sourcing and procurement practices, Our ultimate goal is to track spend among all diverse suppliers, compare it to overall procurement spend, and establish a spend commitment that reflects the firm's values on diversity and community. 3. What percentage of your company's overhead (i.e. those expenditures that are not directly related to the provision of goods or services to your company's clients or customers) or non- contract -related expenses (from your prior fiscal year) was paid to New York State certified minority- and women -owned business enterprises as suppliers/contractors?' See above response. ' 00 not include onsite project overhead. Page 1 YORK STATEer_THEW STATE Or OPPORTUNITY. Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development 4. Does your company provide technical training2 to minority- and women -owned business enterprises? Yes or No No If Yes, provide a description of such training which should include, but not be limited to, the date the program was initiated, the names and the number of minority- and women -owned business enterprises participating in such training, the number of years such training has been offered and the number of hours per year for which such training occurs. N/A S. is your company participating in a government approved minority- and women -owned business enterprise mentor -protege program? No If Yes, identify the governmental mentoring program in which your company participates and provide evidence demonstrating the extent of your company's commitment to the governmental mentoring program. N/A 6. Does your company include specific quantitative goals for the utilization of minority- and women -owned business enterprises in its non -government procurements? Yes or No No z Technical training Is the process of teaching employees how to more accurately and thoroughly perform the technical components of their jobs. Training can include technology applications, products, sales and service tactics, and more. Technical skills are job-speciflc as opposed to soft skills, which are transferable. Psge 2 er_niEWYQRIC STATE STATE OF OPPORTUNITY_ Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development If Yes, provide a description of such non -government procurements (including time period, goal, scope and dollar amount) and indicate the percentage of the goals that were attained. NIA 7. Does your company have a formal minority- and women -owned business enterprise supplier diversity program? Yes or No No If Yes, provide documentation of program activities and a copy of policy or program materials. N/A 8. Does your company plan to enter into partnering or subcontracting agreements with New York State certified minority- and women -owned business enterprises if selected as the successful respondent? Yes or No No if Yes, complete the attached Utilization Plan N/A Page 3 i AW YORK S rS �` STATE OF OPPORTUNITY. Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development All information provided in connection with the onnaire is subject to audit and any fraudulent statements are subject to crimina ion and debarment. Signature of Owner/Official Printed Name of Signatory Title Name of Business Address City, State, Zip Carl F. Schwartz Partner Hunton & Williams LLP 200 Park Avenue New York, New York 10166 Page 4 EW ITATEOF K SATE OF OPPORTUNITY. Empire State OFFICE OF CONTRACTOR AND SUPPLIER DIVERSITY Development STATE OF COUNTY OF lAak,1\4 pr J ss: On the' day of NrAti , 2O14i, before me, the undersigned, a Notary Public in and for the State of P"i , personally appeared (Pr S - personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to this certification and said person executed this instrument. KEVIN A WAKEFIELi3 Watery Pubite, State of New York Registration No. 02WA6290211 Qualified in Queens county Conanissian Expires October T, 2021 page 5 Notary Public ENCOURAGING USE OF NEW YORK STATE BUSINESSES IN CONTRACT PERFORMANCE Hunton & Williams LLP, March 7, 2018 Vendor Name and Date: New York State businesses have a substantial presence in State contracts and strongly contribute to the economies of the state and the nation. In recognition of their economic activity and leadership in doing business in New York State ("NYS"), bidders/proposers for this ESD contract for commodities, services or technology are strongly encouraged and expected to consider NYS businesses in the fulfillment of the requirements of the contract. Such partnering may be as sub -contractors, suppliers, proteges or other supporting roles (herein collectively called "Subcontractors"). Bidders/proposers need to be aware that, if selected through this ESD solicitation, they will be strongly encouraged, to the maximum extent practical and consistent with legal requirements, to use responsible and responsive NYS Subcontractors in performing the contract, including without limitation: (1) purchasing commodities; and (il) utilizing services and technology. Further, bidders/proposers are reminded that they must continue to utilize small, minority and women -owned businesses, consistent with current State law. Utilizing New York State businesses in State contracts will help create more private sector jobs, rebuild New York's infrastructure, and maximize economic activity to the mutual benefit of the contractor and its NYS business partners. NYS businesses will promote the contractor's optimal performance under the contract, thereby benefiting public sector programs that are supported by associated procurements. Public procurements can drive and improve the State's economic engine through promotion of the use of New York businesses by its contractors. The State therefore encourages bidders/proposers to provide maximum assistance to NYS businesses in :heir use of the contract. The potential participation by all kinds of NYS businesses will deliver great value to the State and its taxpayers. Bidders/proposers can demonstrate their commitment to the use of NYS businesses by responding to the questions below (negative responses will not adversely affect contract selection): (A) Do you anticipate the need for Subcontractors fulfilling the requirements of this ESD contract? Yes ❑ No El (B) Do you anticipate that NYS businesses will be used in the performance of this ESD contract as Subcontractors? Yes ❑ No NOTE: if the answer to question (B) is Yes, please identify NYS businesses that will be used and attach identifying information such as name, address, contact information, nature of business. Please also be prepared to provide ESD on a regular basis (at least quarterly) with the amounts paid to NY businesses. General information Tax Law section 5-a was amended, effective April 26, 2006.On or after that date, in all cases where a contract Is subject to Tax Law section 5-a, a contractor must file (1) Form ST-220-CA, Contractor Certification to Covered Agency, with a covered agency, and (2) Form ST-220-TD with the Tax Department before a contract may take effect. The circumstances when a contract is subject to section 5-a are listed in Publication 223, Q&A 3. See Need help? for more Information on how to obtain this publication. In addition, a contractor must file a new Form ST 220-CA with a covered agency before an existing contract with such agency may be renewed. Note: Form ST220-CA must be signed by a person authorized to make the certification on behalf of the contractor, and the acknowledgement on page 2 of this form must be completed before a notary public. (Pursuant to Section 5-a of the Tax Law, as amended, effective April 26, 2006) For information, consult Publication 223, Questions and Answers Concerning Tax Law Section 5-a (see Need Help? on back). ANewYork State []apartment of Taxation and nnance 'r°_ /7 �_ /�7 Contractor Certification to Covered Agency S■■ `J� ■��/i_2/11y Contractor name Hunton & Williams LLP For covered agency rise only Contract number or description Contractor's principal place of business City State ZIP code 200 Park Avenue, 52nd Floor New York NY 10166 Contractors mailing address Of dsrerenr rhan ataova) Same Estimated contract value over the MI term of contract (but not including renewals) $ Contractor's federal employer identification number (EIN) 54-0572269 Contractor's sales tax ID number {Ittllnereat from cantradars aa» Same Contractor's telephone number 212 3091000 Covered agency name New York State Urban Development Corporation d/bla Empire State Development Covered agency address 633 Third Avenue, 35th Floor, New York, NY 10017 Covered agency telephone number 212 8033130 Carl F. Schwartz , hereby affirm, under penalty of perjury, that l am Partner (name) (tlfte) of the above -named contractor, that I am authorized to make this certification on behalf of such contractor, and I further certify that: (Mark an X in only one box) IN The contractor has faded Form ST-220-TD with the Department of Taxation and Finance in connection with this contract and, to the best of contractor's knowledge, the Information provided on the Form ST-220-TD, Is correct and complete, ❑ The contractor has previously filed Form ST-220-TD with the Tax Department in connection with (insert contract number or description) and, to the best of the contractor's knowledge, the information provided on that previously filed Form ST-220-TD, is correct and complete as of the current date, and thus the contractor is not required to file a new Form ST-220-TD at this time Sworn to this day of 41111 Partner KEVIlV A WAKEFIELD Notary Public, Slate or New York Registration No. 02WA6290217 Qualified in Queens County Commission Expires October 7, 2021 (sign before a notary public) (title) j, [ Instructions When to complete this form As set forth in Publication 223, a contract is subject to section 5-a, and you must make the required certification(s), if, i. The procuring entity is a covered agency within the meaning of the statute (see Publication 223, Q&A 5); !i. The contractor is a contractorwithlp the meaning of the statute (see Publication 223, Q&A 6); and lei. The contract is a contract within the meaning of the statute. This is the case when It (a) has a value in excess of $100,000 and (b) is a contract for commodities or services, as such teims are defined for purposes of the statute (see Publication 223, 08A 8 and 9), Furthermore, the procuring entity must have begun the solicitation to purchase on or after January 1, 2005, and the resultng contract must have been awarded, amended, extended, renewed, or assigned on or after April 25, 2006 (the effective date of the section 5-a amendments). Page 2 of 2 ST 220-CA (12/11) Individual, Corporation, Partnership, or LLC Acknowledgment STATE OF } •SS.: COUNTY OF } On the day of in the year 20—, before me personally appeared known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that _he resides at Town of County of State of ; and further that: [Mark an X in the appropriate box and complete the accompanying statement] ❑ (If an individual): _he executed the foregoing instrument in his/her name and on his/her own behalf. ❑ (If a corporation): _he is the of , the corporation described in said instrument; that, by authority of the Board of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the corporation for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said corporation as the act and deed of said corporation. ® (If a partnership): _he is a Partner of Hunton & Williams LLP , the partnership described in said instrument; that, by the terms of said partnership, _he is authorized to execute the foregoing Instrument on behalf of the partnership for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument In the name of and on behalf of said partnership as the act and deed of said partnership. ❑ (If a limited liability company): _he is a duly authorized member of LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing instrument on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument In the name of and on behalf of said limited liability company as the act and deed of said limited liability company. Notary Public 446 Registration No. ( U, �(v �, , , 1 Privacy notification The Commissioner of Taxation and Finance may collect and maintain personal information pursuant to the New York State Tax Law, including but not limited to, sections 5-a, 171, 171-a, 287, 308, 429, 475, 505, 697, 1096, 1142, and 1415 of that Law; and may require disclosure of social security numbers pursuant to 42 USC 405(c)(2)(C)(i). This information will be used to determine and administer tax liabilities and, when authorized by law, for certain tax offset and exchange of tax information programs as well as for any other lawful purpose. Information concerning quarterly wages paid to employees is provided to certain state agencies for purposes of fraud prevention, support enforcement, evaluation of the effectiveness of certain employment and training programs and other purposes authorized by law. Failure to provide the reotuired Information may subject you to civil or criminal penalties, or both, under the Tax Law. This information is maintained by the Manager of Document Management, NYS Tax Department, W A Harriman Campus, Albany NY 12227; telephone (518) 457-5181. KEVIN A WAKEFIELD Notary Public, State of New York Registration No. 02WA6290217 Qualified in Queens County Commission Expires October 7, 2021 Need help? Visit our Web site at www.tax.ny.gov • get information and manage your taxes online • check for new online services and features Z. Telephone assistance Sales Tax Information Center: (518) 485-2889 To order forms and publications: (518) 457-5431 Text Telephone (TTY) Hotline (for persons with hearing and speech disabilities using a TTY): (518) 485-5082 / Persons with disabilities: In compliance with the V Americans with Disabilities Act, we will ensure that our lobbies, offices, meeting rooms, and other facilities are accessible to persons with disabilities. If you have questions about spedal accommodations for persons with disabilities, call the information center. Form 1 ■ -9 (Rev, November 2017} Cepenmere of the 'Treasury Inlemal Revenue Service Request for Taxpayer identification Number and Certification ■ Go to www.frs.gov/ForrnW9 for Instructions and the latest Information. Give Form to the requester. Do not send to the IRS. 1 Name (as Shown on your income tax return), Name is required on this fine; do not leave thla line blank. Bunton & Williams LLP 2 Business msms/disregarded entity name, if different from above Check appropriate box for federal lax claeslflcatlan of the person whose name is entered an Ifne 1. Check only one of the foaming seven hoses. ❑ IndlVfDUarrscre proprieloror ❑ C Corporation ❑ S Corporation 0 Partnership . 0 Truet/eelete single -member LLC ❑ Limited I.ebilhy company. Enter the tax ciassrticatlan IC=C corporation, S=5 corporation, PePartnerstep) ■ Note: Check the appropriate box in the tine above for the tax clan ificetioe of the single -member owner. Co not check LLC lithe LLC Is clessifled es a single -member LLC teat is disregarded flame* owner unless the owner of the LLC le another LLC that is not disregarded from the owner for U.S. federal tax purposes. ❑therwise, a Single -member LLO the le disregarded tram the owner Should Cheek the appropriate bole for the tax cieseffleadon of Its owner. D Other (see instructions) ■ 4 Exemptions (codes apply only to certain entlliee, not Individuals; sae instructions on page 3): Exempt peyee coda (if any) Exemption from FATCA reporting coda (limy) WO!' Jo secs rnu mr1MIF d nrJeda the U.SJ Address (number, street, and apt or suite no.} See instrl,ctlons. 951 E. Byrd Street, Rtverfront Plaza East Tower 6 City, state, and ZfP coda Richmond VA 23219 Requester's creme and address (optional) 7 List accoure numbers) Flare (optional) Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on Ilne 1 to sold backup withholding. For individuals, this Is generally your social security number ISSN), However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later, For other entitles, it is your employer tdentlflcetlon number (EIN). If you do not have a number, sea How to get a TIN later. Note: If the account Is in more than one name, see the Instructions for line 1. Also see What Marna and Number ToGive the Requester for guidelines on whose number to enter, Social security number or Employer Identification number 5 4 5 7 2 2 6 9 Part ii Certification Under penalties of perjury, ! certify that: 1. The number shown on this form Is my correct taxpayer identification number (or I am waiting fora number to be Issued to me); and 2. 1 ern net subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notifed byths Internal Revenue Service on) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (o) the IRS has notified ma that I ern no longer subject to backup withholding; and 3. I am a U.S, citizen or other U,S. person (defined below); and 4. The FATCA code(s) entered on this form (If an)) indicating that I am exempt from FATCA reporting Is correct, Certification instructions. You must cross out item 2 above if you have been nntlfled by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. Far real estate transavtlons, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an IndMduaf retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to etgn the certification, but you must provide ycur correct TIN. See the instructions for Part It, rater. Sign Here Signature or U.S. person* General Instructions Section references are to the Internal Revenue Code unless otherwise noted, Future developments. For the latest information about developments related to Form W-9 and Its Instructions, such as legislation enacted after they were published, go to www,lts.gov/ForrnW9. Purpose of Form An Individual or entity (Form W-9 requester) who Is required to file an Information return with the IRS must obtain your comsat taxpayer identification number (TIN) which may be your social security number ISSN), Individual taxpayer identification number (ITIN), adoption taxpayer Identification number (ATIN), or employer ldentiflcstlon number (EIN), to report on an information return the amount paid to you, or other amount reportable On an Information return. Examples of inicrmatfon returns Include, but are not limited lc, the following. • Form 1099-INT (Interest earned or paid) Dater j(2r • Form 1099-DIV (dividends, Including those from stocks cr mutual funds) • Form 1099-MISC (various types of income, prizes, aweres, cr gross proceeds) • Form 1099-B (stock or mutual fund safes and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (me"chant card and third party network -transactions) • Form 1099 (home mortgage Interest), 109E-E (student loan interest), 1098-T ('Tuition) • Fonn 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 orly If you era a U.S. person (including a resident alien), to provide ycur correct TIN. If you do not return Form W-9 to the requester with a 1# , you might be sub/ecf to backup withholding. See What Is backup withholding, later. Cat. No. 11231X Form W-9 (Rev. 11.20171 Las Vegas Stadium Authority Board REQUEST FOR ADDITIONAL INFORMATION Related To REQUEST FOR QUALIFICATIONS: LEGAL COUNSEL FOR DEVELOPMENT OF AGREEMENTS PERTAINING TO THE DEVELOPMENT AND OPERATION OF A PREMIER STADIUM FACILITY IN CLARK COUNTY, NEVADA Based upon your submission in response to the above referenced Request for Qualifications, the Las Vegas Stadium Authority staff has preliminarily identified your firm(s) as a potential finalist for consideration. For further consideration, please submit the information listed below, which will be reviewed along with your initial response to the Request for Qualifications in ongoing staff evaluations and recommendations to the Las Vegas Stadium Authority Board. Please submit the following: • A list of major tasks to be completed in the development of agreements pertaining to the development and operation of a premier stadium facility, along with a general summary of the process for completing those tasks; • An estimated timeline and budget for providing the requested legal services, with line items for major expenditure categories and/or project components; • Any estimated expenses beyond the hourly rates for legal services; and • Any additional personnel or consultants you anticipate hiring or recommending to be retained, including, but not limited to, project managers, owner's representatives or other subject matter experts. Your submissions are considered public records pursuant to Nevada Revised Statutes. Please label any information you deem potentially confidential or proprietary in your submission. Deadline for submission: The deadline to submit information per this request is 10 a.m. PST on January 5, 2017. Submit documentation via email to: Brian Haynes Project Manager Applied Analysis (702) 967-3333 bhaynes@appliedanalysis.com ANDREWS KURTH January 18, 2017 VIA E-MAIL Las Vegas Stadium Authority c/o Applied Analysis 6385 S, Rainbow Blvd., Suite 105 Las Vegas, Nevada 89118 Attention: Jeremy Aguero Re: Engagement of Andrews Kurth Kenyon, LLP Dear Mr. Aguero: 600 Travis, Suite 4200 Houston, Texas 77002 +1,713.220.4200 Phone +1.713.220.4285 Fax andrewskunh.com Mark B. Arnold +1,713.220.3938 Phone markanoldee andrew,kunh. cam Thank you for selecting Andrews Kurth Kenyon, LLP ("us," "we" or our "Firm") to provide legal representation to the Clark County Stadium Authority d/b/a the Las Vegas Stadium Authority (the "Authority," "you" or your"). We are excited about the prospect of working with you as counsel in connection with the preparation and negotiation of agreements pertaining to the development and operation of a premier stadium facility in Las Vegas, Nevada (collectively, the "Matter"). This letter describes the basis on which our Firm expects to provide legal services to the Authority and to bill for those services. Brownstein Hyatt Farber Schreck LLP ("Brownstein") will be our co -counsel responsible for Nevada law matters, and we will provide you separate monthly invoices reflecting their services. 1. Client. Our client will be the Authority and its affiliates who are a party to the Matter. It is understood that this engagement, and our representation of the Authority and its affiliates who are a party to the Matter, does not extend to nor create an attorney -client relationship with any particular employees, individuals or investors associated with the Authority, unless we specifically agree otherwise in writing. 2. Scope of Engagement. Our representation of the Authority initially will be in connection with the Matter. The scope of our engagement may change if you ask us to provide different services and we agree to provide them. If our engagement changes, the terms set out in this letter would apply to the expanded engagement, unless we enter into a further agreement modifying or superseding this one. We reserve the right to decline representation with respect to any particular matter or issue based on a possible conflict of interest or for any other reason. Also, you understand that, although we may from time to time express opinions or beliefs to you, or to others at your request, concerning matters for which we represent the Authority or an anticipated outcome, we cannot and do not make any promise, representation, warranty or guarantee as to any particular result. We will provide strictly legal services to the Authority in ANDREWS KURTH KENYON LLP Austin Belling Dallas Dubal Houston London New York Research Triangle Park Sllloon Valley The Woodlands Washington, DC 1(OU:3754105.1 Las Vegas Stadium Authority January 18, 2017 Page 2 connection with the Matter. You are not relying on us for, and we are not providing, any investment, insurance or accounting advice or any investigation of the character or credit of persons with whom the Authority may be dealing. 3. Staffing. Currently, our plan is that Mark Arnold will serve as your principal contact. While Mr. Arnold will have primary responsibility for representing the Authority, we expect to identify other attorneys and paralegals in our offices to share in the responsibility for representing the Authority's legal needs, as necessary. Our goal is to respond to your inquiries promptly and to provide you with legal services in an effective and efficient manner. We will keep you advised, periodically and on request, of the status of any matter or issue as to which we are providing counsel and will provide copies of relevant documents and other materials as appropriate or requested. 4. Fees. We bill for our services based on the hourly rates of the attorneys or paralegals working on any given matter or project. The current billing rates for those attorneys expected to work on matters for the Authority are set forth in Exhibit A attached hereto. In an effort to reduce overall legal costs, we will seek to assign the most appropriate attorney or other professional (including, whenever appropriate, our paralegal personnel, whose billing rates generally range from $215.00 to $355.00 per hour) for any given task, taking into account experience and specialty involved. Billing rates for both attorneys and paralegal personnel are reviewed and adjusted from time to time, typically on January 1st of each year. Andrews Kurth and Brownstein recognize the budgetary constraints that entities like the Authority face. We regularly work with clients facing similar constraints and pride ourselves in our flexible approach to billing. Most importantly, we understand that one price does not fit all, and we are happy to work with the Authority to find the approach or approaches that best fit this particular engagement. 5. Expenses. In addition to our fees, you will reimburse us for certain expenses in connection with our representation of the Authority. Listed on Exhibit B are the expenses for which the Authority will pay us. We do not charge for costs that we consider to be normal overhead such as administration, accounting work, word processing, library usage or telephone or conference call expenses. Often, we may arrange for third parties to bill the Authority directly, and we may forward third party invoices exceeding $500.00 to the Authority for payment. 6. Cost Estimates. Our fees and the expenses to be incurred for representing you on any matter or issue may not be predictable. From time to time at your request, we may furnish estimates of fees and other charges we anticipate will be incurred in connection with a particular matter or issue. Such estimates are by their nature inexact because of, in part, unforeseeable circumstances. Our actual fees and other charges billed, thus, may vary from estimates given. 7. Billing and Payment. We will bill you on a monthly basis for our fees and other charges. We will prepare statements to describe the nature of the services rendered and the respective costs of each activity. Our billing rates are based on the assumption of prompt payment. Payment of our bills is due within thirty (30) days of receipt. HOU:3754I05.1 Las Vegas Stadium Authority January 18, 2017 Page 3 8. Cooperation. To enable us effectively to perform the contemplated legal services, the Authority agrees to disclose fully and accurately all relevant facts and keep us apprised of all developments relating to the matters involved in this engagement. You acknowledge that our ability to represent the Authority effectively will depend on the extent to which (i) all facts that are or might be relevant are fully and accurately disclosed to us, (ii) we are kept apprised on a timely basis of all developments relating to the subject matter of our engagement that are or might be relevant, and (iii) you otherwise cooperate fully with us. 9. Conflict Considerations. Many Firm lawyers directly or beneficially own interests in publicly held corporations and other entities as well as in real property. Our computerized system used for checking conflicts of interest does not have data about our lawyers and other personnel's investments. If the Authority is at all concerned about individual investments, we will be pleased to canvass our lawyers about their individual investments in any entity about which the Authority may be concerned. 10. Professional Liability Insurance. We have attached as Exhibit C evidence of the professional liability insurance carried by the Firm. 11. Conclusion of Representation. Because the attorney -client relationship is a very personal one, the Authority has the right to terminate this engagement at any time for any reason. We have the same right to terminate this engagement, consistent with ethical requirements imposed on us by rule or law. If we elect to withdraw for any reason, the Authority will take all steps necessary to free us of any obligation to perform further, including executing of any document necessary to complete our withdrawal. If termination occurs beforc any pending matter or issue is concluded, we will make every reasonable effort to effect an orderly transfer of the Authority's files, at the Authority's expense, to whomever the Authority may designate. The Authority will remain responsible for all accrued and unpaid fees and expenses existing at the time of such termination. 12. Retention and Disposition of Records Pertaining to the Representation. After our representation of the Authority on a particular matter or issue concludes, our current policy is to close our matter file and retain it for seven years following closure. For various reasons, including minimizing storage costs, when the seven-year retention period expires, we may, and we are hereby given the right to, dispose of the matter file (including discarding paper and deleting electronic records pertaining to the matter that were not previously discarded or deleted). We may, however, retain beyond the seven-year retention period (i) our business and administrative records pertaining to the matter, including, for example, matter opening records, financial records, time and expense reports, personnel and staffing records, and records of our communications with the Authority (collectively, our "business file"), (ii) records that our attorneys may designate for longer retention, (iii) work product of our attorneys, such as contracts, research, briefs, notes or memoranda, that our attorneys may elect to retain for form use purposes, and (iv) certain types of records that our records retention policy provides should be retained longer. HOU:37541 a5.1 Las Vegas Stadium Authority January 18, 2017 Page 4 If the Authority wants to take possession of the originals or receive copies of any portion of our matter file belonging to it before the retention period expires, the Authority must notify us in writing and, provided that we have received payment of our outstanding fees and costs incurred for a matter, we will send the Authority the requested portion of our matter file belonging to it at the Authority's expense. We may retain, at our expense, a copy of that portion of our matter file that is sent to the Authority. Additionally, the Authority must notify us in writing if it wants us to retain our matter file for a different retention period. 13. Miscellaneous. This letter is the entire agreement between the Authority and our Firm concerning our legal services to the Authority. This letter shall be governed by and construed in accordance with the laws of the State of Texas. If any term of this letter is determined to be invalid or ineffective for any reason, the remaining terms of this letter will remain in force and effect. By signing this letter, the Authority affirms that it understands that it is free to consult with other counsel about the terns of this letter prior to signing this letter. The Authority also affirms that it is voluntarily signing this letter. This letter will not take effect, and our Firm will have no obligation to provide legal services, until the Authority returns a signed copy of this letter. 14. Consent to Use Name. By signing below, you agree that we may disclose your name publicly as a client of this Firm in our marketing materials, on our website or in other publicly available materials (which may include a reproduction of the Authority's logo and a hyperlink to the Authority's website) and may disclose our representation of the Authority in any transactions that are publically announced by you. Thank you again for the opportunity to represent the Authority. I am looking forward to working with you. If you have any questions please contact me at 713.220.3938. Please sign, date and retum one copy of this letter, and keep a copy of this letter for your files. Very truly yours, HOU:3754105.I Las Vegas Stadium Authority January 18, 2017 Page 5 AGREED TO AND ACCEPTED: CLARK COUNTY STADIUM AUTHORITY d/b/a Las Vegas Stadium Authority By: Name: Title: (7 e,yg7-/ Date: January 3/ , 2017 HOU:3754105.1 EXHIBIT A BILLING RATES Name INISil101t 1 Ill :Won Houston, TX 21116 St:lnd.10 !L tC I'rupo.cd l-1 S 1 Rale ' I iccn.rd to Plitt:ticc L:n, Mark Arnold Partner $750 $600 Texas Gene Locke Of Counsel Houston, TX $970 S600 Texas Julia Houston Partner Austin, TX $620 $500 Texas James A. Hernandez Partner Dallas, TX $750 $600 Texas Nathclie Ashby Of Counsel Austin, TX $505 S430 Texas Jason Reiner Associate Houston, TX S475 $400 Texas Anna Booth Associate Houston, TX $375 $325 Texas Angela Otto Shareholder 1,1 .,t. gi ll ii f,.714 Les Vegas, NV ( iltia"t I In Jt1 !. $685 ._.. — _--__._ S550 Nevada Rebecca Miltenberger Shareholder Las Vegas, NV $495 $395 Nevada Adam Butt Shareholder Las Vegas, NV S510 $410 Nevada Ellen Schulhofer Shareholder Las Vegas, NV S745 S595 Nevada Sonia Church Vetmeys Of Counsel Las Vegas, NV $545 $465 Nevada ccordance w1Ut standard rate adjustments applicable to all clients. A-1 HOU:37541as.! EXHIBIT B EXPENSES SUMMARY EXPENSE/SER V10E Data Base Research, such as: Lexis, Westlaw, Information America Deliveries Overnight/Express Local Outside Courier Firm Messengers Secretarial Overtime Facsimile (Outgoing) Telephone - Long Distance Transportation Mileage (personal automobile) Airlines Lodging Meals Car Rental Other Third -Party Expense COST Direct cost or allocation of direct cost (varies based on search type). Based upon the courier's standard charges for the service. Based upon the courier's standard charges for the service. No charge (other than transportation). At our cost plus supper allowance for overtime in excess of 2 hours per day during the week and 6 hours per day on weekends, but chargeable to you only if necessitated by client requirements or by unscheduled deadlines. N/A N/A Applicable IRS allowable rate per mile. Direct Cost. We will try to take advantage of discounts and special rates, but can give no assurance we will be able to do so. (First Class travel will not be used, except with client consent.) Direct Cost. Direct Cost. Direct Cost. To the extent the third party costs (such as court costs, court reporter fees, outside photocopying, and expert witness fees) arc not billed directly to you, or forwarded by us to you for direct payment, they will be re -billed by us to you based on our direct cost therefor. (Please advise lawyer in charge if you want to receive copies of third party invoices that are re -billed to you.) Note: To assist you in complying with regulations under IRS § 274, overtime meals and travel meals will be separately stated in bills. Actual invoices are available on request. B-1 HOU:3754105.1 EXHIBIT C PROFESSIONAL LIABILITY INSURANCE [see attached] C-1 HOU:3754105.1 0 ALAS Attorneys' Liability Assurance Society, Inc. January 3, 2017 Andrews Kurth Kenyon LLP 600 Travis Street Suite 4200 Houston, TX 77002-3090 To Whom It May Concern: CONFIRMATION OF INSURANCE We hereby confirm that Andrews Kurth Kenyon LLP has Professional Liability Coverage under Policy ALA#1541 with an annual limit of $75,000,000 per claim and $150,000,000 in the aggregate with the right, under stated conditions, to purchase extended reporting rights upon termination of such Policy by ALAS. The self -insured retention under such Policy is $1,000,000 each claim up to an aggregate of $2,000,000 and $100,000 each claim thereafter. The Policy effective date is from January 1, 2017 to January 1, 2018. Such Policy is subject to the terms, conditions, limitations and exclusions stated therein, ATTORNEYS' LIABILITY ASSURANCE SOCIETY, INC., A RISK RETENTION GROUP By: y�4ty /470Date: //3/ zo17 Nancy J. Montroy Vice President - Director of Underwriting 311 S.Wacker Drive, Suite 5700 Chicago, IL 60606-6629 mu 312.697.6900 NY 312.697.6901 ADDENDUM TO LETTER AGREEMENT FOR LEGAL SERVICES BETWEEN ANDREWS KURTH KENYON, LLP and STADIUM AUTHORITY BOARD SCOPE: This Addendum provides terms in addition to and, where conflicts exist, superseding the terms in the January 18, 2017, Engagement Letter by Mark B. Arnold. FEES: The fees charged by Andrews Kurth Kenyon, LLP (AKK) as set forth on Exhibit A of the Engagement Letter may not be changed without prior written consent of the Authority. Further, the fees and expenditures authorized under the Engagement Letter and this Addendum with respect to the negotiation and preparation of the memorandum of understanding, development agreement and lease may not exceed $450,000.00 in total, including all costs below. COSTS: All single costs in excess of $500.00 will only be incurred by AKK after prior written notice to the Authority, and are subject to the Authority's right to object to the cost being incurred, said objection to be made by the Authority within five (5) business days from receipt of the notice. Travel expenses are governed as follows: 1. Meals, incidentals and lodging reimbursements shall not exceed rates established by the U.S. General Services Administration (GSA) for the primary destination. For current rates, refer to Imp://www.gszt.uoviperdiem. GSA rates vary by location, and for some locations, by time of year. if a city/county is not listed, then the GSA standard rate for the continental U.S. applies. Reimbursement for lodging taxes is in addition to this rate, but only up to the lodging taxes applicable based on the GSA rate. 2. Air travel costs will be limited to coach or economy class only. 3. Ground transportation (taxi, shuttle, bus, rental car) will he reimbursed at actual costs. Rental car reimbursement is limited to midsize sedan or equivalent. 4. AKK must obtain prior written approval from the Authority if more than one attorney or employee is to be sent on travel related to the engagement. SAR Addendum to Letter Agreement for Legal Services — January 26, 2017 5. Original itemized receipts are required for reimbursement of travel expenses as stated herein. AKK is reminded that receipts submitted for payment by the Authority are public record. 6. Mileage, meals and incidentals for routine local engagement related activity and travel by AKK personnel located within the Las Vegas metropolitan area will not be reimbursed. BILLING. Billing for attorney's fees and costs must be submitted to the Authority within six (6) months of the date the services were performed or the costs incurred, in accordance with Nev. Rev. Stat. 244.250. Billing received outside of this statutory six (6) month presentment requirement will not be paid. NOTICES: Notices to the Authority, including billings and requests for approval, shall be directed to: Jeremy Aguero or Brian Haynes Applied Analysis 6385 S. Rainbow Blvd., Suite 105 Las Vegas, NV 89118 GOVERNING JURISDICTION: The agreement of the parties for the engagement of Andrews Kurth Kenyon, LLP, shall be governed by the laws of the State of Nevada. AGREED TO AND ACCEPTED: AN h ' W K'I-1 ;NY • , LLP LAS VEGAS STADIUM AUTHORITY Mark . Arnold Steve Ilill, Chairman, Board of Directors ZG l Date SAB Addendum to Letter Agreement for Legal Services - January 26, 2017 a7z(7 ate Las Vegas Stadium Authority Board REQUEST FOR QUALIFICATIONS: LEGAL COUNSEL FOR DEVELOPMENT OF AGREEMENTS PERTAINING TO THE DEVELOPMENT AND OPERATION OF A PREMIER STADIUM FACILITY IN CLARK COUNTY, NEVADA LAS VEGAS STADIUM AUTHORITY BOARD c/o Applied Analysis 6385 S. Rainbow Blvd., Suite 105 Las Vegas, Nevada 89118 Telephone: (702) 967-3333 1 Facsimile: (702) 314-1439 LAS VEGAS STADIUM AUTHORITY BOARD REQUEST FOR QUALIFICATIONS: LEGAL COUNSEL FOR DEVELOPMENT OF AGREEMENTS PERTAINING TO THE DEVELOPMENT AND OPERATION OF A PREMIER STADIUM FACILITY IN CLARK COUNTY, NEVADA Proposals will be accepted via email at bhaynes@appliedanalysis.com, and must be received on or before 3:00 PM PST, December 19, 2016. LAS VEGAS STADIUM AUTHORITY BOARD Page 1 Request for Qualifications: Legal Counsel 1. INTENT The OWNER is soliciting proposals from an attorney or a law firm for legal counsel for the Las Vegas Stadium Authority Board. 2. DEFINITIONS OWNER: Las Vegas Stadium Authority Board PROPOSER: Any law firm or attorney that submits a proposal NFL: National Football League, including but not limited to NFL Enterprises LLC 3. SCOPE OF WORK To provide OWNER with legal advice and representation as required to review, formulate, negotiate and if necessary, adopt a development agreement and operating agreement between the OWNER and the developer of an NFL stadium project as outlined in Southern Nevada Tourism Improvements Act of 2016 (see, http://www.leg.state.nv.us/Session/30th2016Special/Reports/history.cfm?ID=8). The actual hours of work to be performed shall be determined at the sole discretion of the OWNER. The OWNER reserves the right to retain other or additional counsel for tasks as needed and to terminate this agreement with or without cause with 30 days written notice to the selected PROPOSER. 4. METHOD OF EVALUATION AND AWARD The OWNER reserves the right to select any PROPOSER at its sole discretion based on objective and/or subjective evaluation criteria. The OWNER reserves the right to modify this document at any time. The selected PROPOSER will be chosen based on the proposal the OWNER deems best suited to fulfill the requirements of this document. However, the OWNER also reserves the right not to make an award if it is deemed that no single proposal satisfies the requirements of this document. Also, the OWNER reserves the right to reject all proposals received and award some or all work specified herein to others who have not submitted a proposal. 5. REQUIRED INFORMATION Responses should contain the following information: A. Experience Include a brief resume of all similar engagements that the PROPOSER has performed in the past five (5) years. Each engagement listed shall include total cost of engagement, the name and phone number of a contact person for the engagement for review purposes. This section shall include documentation of the PROPOSER'S history of adherence to budget and schedule constraints. All PROPOSERS are encouraged to indicate their experience performing related work within the State of Nevada. LAS VEGAS STADIUM AUTHORITY BOARD Page 2 Request for Qualifications: Legal Counsel B. Staff Qualifications and Availability Provide information concerning the educational background, experience and professional resumes of those persons who would actually assist with the Scope of Work. Identify if those persons presently reside in Clark County, Nevada or elsewhere. Indicate the present workload of each listed person to demonstrate their ability to devote sufficient time to fulfill the Scope of Work. C. Anticipated Duties 1. To provide legal advice and representation as general counsel to the Las Vegas Stadium Authority Board, a political subdivision of the State of Nevada. Please describe the PROPOSER'S ability to provide such advice. 2. The anticipated duties will substantially involve the formation of a development agreement and operating agreement for an NFL stadium constructed in Clark County, Nevada. This will include transactional contract law, real estate and litigation law, along with other legal subject matters. Please describe the PROPOSERS experience in those areas or others as deemed appropriate by the PROPOSER'S experience. D. Additional Experience If the PROPOSER has additional experience in any of the following legal subject matters or any other relevant experience, describe that experience as well. 1. Construction contract administration and claims 2. Infrastructure development 3. Environmental law 4. Preparing legal research and memoranda 5. Drafting and reviewing contract documents 6. Advising clients on contract administration 7. Assisting risk management with charges made against its entity 8. Advising on federal, state, and local regulatory matters, including legislative review and drafting 9. Coordinating and overseeing work of other outside counsel 10. Real estate and commercial leasing 11. Assisting with contract negotiations 12. Patents and intellectual property issues 13. Arbitration, mediation, or litigation matters 14. Advising on any other matters related to the development of a stadium or other major event center LAS VEGAS STADIUM AUTHORITY BOARD Page 3 Request for Qualifications: Legal Counsel E. References Provide references from clients of the PROPOSER for which it performed work that was similar to the requirements of the Las Vegas Stadium Authority Board. F. Fees Indicate the hourly rates (including support and administrative hourly rates) to perform the Scope of Work described in this document. Prior to or during negotiations the OWNER may request additional hourly rate information for each relevant subject matter. The fees for services will be negotiated with the selected PROPOSER. G. Work Completed Locally Estimate the percentage and types of work to be accomplished by the PROPOSER with staff presently residing in Clark County, Nevada. H. Affiliations If the Scope of Work is to be accomplished through an affiliation or joint venture of several firms, the names and addresses of those firms, shall be furnished for each. I. Conflicts of Interest PROPOSERS shall advise OWNER of any client representations, which may result in potential conflicts of interest in accordance with Nevada Rules of Professional Conduct, Rules 1.7 and 1.8. PROPOSERS shall identify any known conflicts and any particular areas of practice which might create a conflict. J. Local Familiarity A statement as to local resources that would be utilized and the degree of the PROPOSER'S knowledge and familiarity with the local community's needs and goals. K. Insurance The PROPOSER'S ability to provide the appropriate certificates of insurance, as required by the OWNER. L. Business License The PROPOSERS ability to provide the appropriate business licenses that shall remain active during the term of the Scope of Work. LAS VEGAS STADIUM AUTHORITY BOARD Page 4 Request for Qualifications: Legal Counsel M. Other Other factors the PROPOSER determines appropriate to indicate that the PROPOSER has the necessary capability, competence, and performance record to accomplish the Scope of Work in a timely and cost- effective manner. 6. SUBMITTAL REQUIREMENTS The proposal submitted should not exceed 10 pages. Other attachments may be included with no guarantee of review. All proposals must be submitted via email to bhaynes@appliedanalysis.com. The submittal should contain an opening statement, confirmation or transmittal letter indicating the signatory is authorized to negotiate and contract on behalf of the PROPOSER. The submittal should also contain the contact details (including name, phone number, email address, physical address and mailing address) of the person responsible for and authorized to negotiate on behalf of the PROPOSER. PROPOSER shall be wholly responsible for the timely delivery of emailed proposals. Proposals must be received on or before 3:00 PM PST on December 19, 2016. 7. PROPOSAL COSTS There shall be no obligation for the OWNER to compensate PROPOSERS for any costs of responding to this document. ###END OF DOCUMENT### AN D REWS KU RT H I Brownstein Hyatt I Farber Schreck January 5, 2017 VIA EMAIL Brian Haynes Project Manager Applied Analysis 6385 S. Rainbow Blvd., Suite 105 Las Vegas, Nevada 89118 bhaynes@appliedanalysis.com Andrews Kurth Kenyon LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax andrewskurth.com Re: Las Vegas Stadium Authority - Request for Additional Information Dear Mr. Haynes, Brownstein Hyatt Farber Schreck LLP 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 +1.702.382.2101 +1.702.382.8135 bhfs.com Andrews Kurth Kenyon LLP ("Andrews Kurth") and Brownstein Hyatt Farber Schreck LLP ("Brownstein") are pleased to submit the following response in connection with the Las Vegas Stadium Authority's ("LVSA") Request for Additional Information pertaining to our joint submission to the Request for Qualifications ("RFQ") from LVSA. A. Major Tasks in the Development of Agreements The principal project development and leasing documents that would set out the obligations of LVSA and the Development Partner/Stadium Events Company/NFL Club (collectively, the "Developer") to finance, develop, construct, lease, operate, repair and maintain a new NFL Stadium (the "Stadium") will most likely be the following: • Development Agreement. This agreement would generally set out the parties' rights and obligations with regard to the design and construction of the Stadium. • Lease Agreement. This agreement would generally govern the parties' rights and obligations in connection with the occupancy, use, repair, maintenance, advertising, signage, concessions, naming rights and rental payments with regard to the Stadium. • Non -Relocation Agreement. This agreement would generally obligate the NFL Club to play its football home games in the Stadium and obligate the NFL Club not to relocate the NFL Club's football franchise outside the Las Vegas home territory. • Funding Agreement. This agreement would generally set out the basic structure for financing the design and construction of the Stadium, and obligate the various parties to their portion of the funding for the design and construction of the Stadium. In order to complete the negotiation of the principal project documents, the parties will need to address and resolve the potential major issues raised in each of the proposed documents. We have attached as Exhibit A a brief summary of what we see as the major negotiation points for each document. Some, but not all of these points are generally addressed in Senate Bill No. 1, but will require further definition and refinement in the final principal project documents. It is typical for the parties to first negotiate a brief letter of intent or memorandum of understanding that attempts to resolve major issues before beginning to draft full versions of the principal project documents. This letter of intent or memorandum of understanding will serve as a road map or blue print to facilitate the negotiation of the full principle project HOU:3749968.2 Brian Haynes January 5, 2017 Page 2 documents. The most effective way to facilitate negotiations is, in our view, a series of all hands, in -person negotiating sessions where the parties can be focused on the resolution of the important issues. Once the letter of intent or memorandum of understanding is drafted and agreed upon, the lawyers can begin drafting the principal project documents. The principal project documents can be drafted and negotiated concurrently. Again, in -person meetings are the most effective way to keep everyone focused on fmalizing the open issues in a timely manner. Once the principal project documents are finalized and executed, the parties will begin the process of satisfying any unresolved conditions described in those documents for construction to begin. In our experience, the principal project documents are fmalized before all of the due diligence and financing documents are finalized, with the completion of the design plans, the entering into a guaranteed maximum price contract and the completion of the financing documents being a condition to commencement of construction. Of course, while the principal payments documents are being negotiated, the parties should also be working on finalizing the design, construction and financing aspects of the transaction with the goal of a simultaneous closing. The summary process provided above is based on our current understanding of the requested legal services. Should our firms be selected, we will be able to further customize this process once we have a better understanding of the complete scope of legal services required and the timing constraints of the project. B. Estimated Timeline and Budget No. Task Timeline Estimated Fees Letter of Intent/MOU 1. Kick-off meeting Immediately 2. Draft Letter of Intent/MOU Two weeks 3. Prepare for and attend negotiating sessions One week 4. Revise Letter of Intent/MOU Two weeks 5. Prepare for and attend final negotiating sessions One week 6. Finalize Letter of Intent/MOU Two weeks Total Estimated Fee for Letter of Intent/MOU Principal Project Documents 1. Draft Principal Project Documents One month 2. Prepare for and attend negotiating sessions Two weeks 3. Revise Principal Project Documents One month 4. Prepare for and attend negotiating sessions Two weeks 5. Finalize Principal Project Documents One month Total Estimated Fee for Principal Project Documents HOU:3749968.2 Brian Haynes January 5, 2017 Page 3 C. Estimated Expenses Beyond Hourly Rates We do not anticipate any additional expenses for this project beyond the hourly rates for legal services other than (i) the expenses of any other consultants retained by LVSA directly and (ii) those costs and expenses generally detailed in Exhibit B to this letter. We do not charge for costs that we consider to be normal overhead such as administrative, accounting work, word processing, library usage or telephone or conference call expenses. D. Anticipated Additional Personnel or Consultants In connection with the development of a premier stadium facility, we anticipate that LVSA would need to engage certain engineers, surveyors and/or consultants to provide studies or reports relating to drainage, traffic, parking, utilities, environmental, Federal Aviation Administration and other project impacts. In addition, LVSA should consider engaging an owner's representative/project manager/stadium consultant(s) to assist in overseeing the negotiations and the design and construction process. We would work in cooperation with this consultant(s) and the Board of LVSA. On behalf of Andrews Kurth Kenyon LLP and Brownstein Hyatt Farber Schreck, LLP, we thank you for the opportunity to provide additional information. Please do not hesitate to contact us should you have questions or require any further information. Mark B. Arnold Andrews Kurth Kenyon LLP MBA:jda Angela Otto Brownstein Hyatt Farber Schreck, LLP HOU:3749968.2 EXHIBIT A PRINCIPAL PROJECT DOCUMENTS AND POTENTIAL MAJOR ISSUES A. Development Agreement. • Responsibility for site selection and preliminary studies (environmental, geoteclmical, utility availability and traffic). • Required off -site and on -site infrastructure work (streets, utilities, street lighting and traffic signals). • Scope, budget and design of the improvements constituting the Stadium and the surrounding complex, including minimum standards and specifications. • Control of the design and construction process. Selection of the contractor and the architect. Party responsible for delivery of completed facility. • Approval rights of the parties with regard to initial design, change orders, project submittals and allowance items. • Date for completion of construction. Remedies (such as, damages and/or right to terminate principal project development documents) if the Stadium is not completed on schedule. • Responsibility for cost overruns. Allocation of unused contingency in the budget and control and use of any savings. • Local participation requirements/community benefits plan. • Insurance and indemnification requirements. • Construction bonding requirements (payment and performance bonds). • Other performance guarantees. • Dispute resolution procedures. B. Lease Agreement. • Term and rent, including any renewal periods. • Maintenance, operating and capital repair standards and responsibility. • Priority scheduling rights and booking procedures. • Parking requirements and right to parking revenues. • Personal seat license (PSL) revenue and suite revenue. • Restrictions on the Developer's assigning or transferring its rights under the agreements. Net worth or other qualifications test. • Protection against targeted taxes, such as an admissions tax or a parking tax. • Exclusive use rights (e.g. no other professional football use at the Stadium or at any other County -owned or LVSA-owned facility)/Non-compete covenant by the Developer. A-1 HOU:3749968.2 • Capital repair reserve fund and operations and maintenance reserve fund. Mechanism for funding each. • Concessionaire rights and revenues. • Advertising and signage rights and revenues. • Branding, pourage and service rights and revenues. • Naming rights and revenues. • Control over alterations inside the Stadium. Control over future development of the Stadium complex. • Rights of the University. • City or County use rights. • Public officials' suite rights. • Responsibility for any ad valorem taxes. • Local participation requirements/community benefits plan. • Insurance and indemnification requirements. • Participation in management decisions such as approval of management contracts and service agreements. • Any payment and performance guarantees. • Casualty. • Condemnation. • Dispute resolution procedures. C. Non -Relocation Agreement. • Obligation that the NFL Club play all of its home games at the Stadium during the term of the Lease. • Any exceptions to the requirement that the NFL Club play all its home games in the Stadium, such as permitting one football home game per season to be played at a location other than the Stadium. • Remedies for the NFL Club's default, such as specific performance and/or liquidated damages. D. Funding Agreement. • Detail regarding the amount and timing of the parties' funding contributions; need equity and loan commitments early in the process. • Security for the parties' obligation to fund their contributions. • Mechanism for funding draws - all funds escrowed at closing; costs funded proportionately. A-2 HOU:3749968.2 EXPENSE/SERVICE Data Base Research, such as: Lexis, Westlaw, Information America Deliveries Overnight/Express Local Outside Courier Firm Messengers Duplicating using the Firm's facilities: Photocopy (black and white or color) Microfilm/Microfiche Weekend & Late Evening Air Conditioning Postage Secretarial Overtime Facsimile (Outgoing) Telephone Long Distance Transportation Mileage (personal automobile) Airlines Lodging Meals Car Rental Other Third Party Expense EXHIBIT B EXPENSES SUMMARY COST Direct cost or allocation of direct cost (varies based on search type). Based upon the courier's standard charges for the service. Based upon the courier's standard charges for the service. No charge (other than transportation). $0.10 per page. $0.50 per page. At our cost, but chargeable to you only if necessitated by your requirements or by unscheduled deadlines. U.S. Postal Service rates. At our cost plus dinner allowance for overtime in excess of 2 hours per day during the week and 6 hours per day on weekends, but chargeable to you only if necessitated by client requirements or by unscheduled deadlines. N/A N/A Applicable IRS allowable rate per mile. Direct Cost. We will try to take advantage of discounts and special rates. First class travel will not be used, except with client consent. Direct Cost. Direct Cost. Direct Cost. To the extent the third party costs (such as court costs, court reporter fees, outside photocopying, and expert witness fees) are not billed directly to you, or forwarded by us to you for direct payment, they will be re -billed by us to you based on our direct cost therefor. (Please advise lawyer in charge if you want to receive copies of third party invoices that are re -billed to you.) Note: To assist you in complying with regulations under IRS § 274, overtime meals and travel meals will be separately stated in bills. Actual invoices are available on request B-1 HOU:3749968.2 Mark B. Arnold Partner Andrews Kurth Kenyon Ellen Schullhofer Shareholder Brownstein Hyatt Farber Schreck Andrews Kurth Kenyon LLP & Brownstein Hyatt Farber Schrek Capabilities Presented at the Las Vegas Stadium Authority Board Meeting January 12, 2017 AN D REWS KURTH STRAIGHT TALK IS GOOD BUSINESS. andrewskurth.com Brownstein Hyatt Farber Schreck Table of Contents Firm Experience — will update page number at final Stadium Experience Distinguishing Characteristics Attorney Biographies Working on getting pictures of stadiums for left side ANDREWS KURTH STRAIGHT TALK IS GOOD BUSINESS IBrownstein Hyatt Farber Schreck ri ANDREWS Brownstein Hyatt KURTH FarberSchreck STRAIGHT TALK IS GOOD BUSINESS Firm Experience - Andrews Kurth Kenyon Venue Development and Operations From project inception and financing through construction and operation agreements, Andrews Kurth Kenyon provides top -to= bottom counsel to management companies and public authorities that develop and operate sports stadiums and similar facilities. In addition, our lawyers are skilled at handling the transactional contracts for stadium operations including: • Concessions Event Licensing and Production • Facility Management • Leasing • Operations and Maintenance • Sponsorship and Marketing ANDREWS KURTH STRAIGHT TALK IS GOOD BUSINESS Brownstein Hyatt Farber Schreck Firm Experience — Brownstein Hyatt Farber Schreck Subtitle Add Text ANDREWS KURTH STRAIGHT TALK IS GOOD BUSINESS Brownstein Hyatt Farber Schreck ri ANDREWS Brownstein Hyatt KURTH Farber Schreck STRAIGHT TALK IS GOOD BUSINESS Stadium Experience Andrews Kurth Kenyon Sports Venue Transactions nrg-:- stadium Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Minute Maid Park (formerly Enron Field), the home stadium for the MLB Houston Astros in downtown Houston, Texas. Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of NRG Stadium (formerly Reliant Stadium), the home stadium for the NFL Houston Texans and RodeoHouston. Represented the Harris County -Houston Sports Authority in all aspects of the development, construction and leasing of Toyota Center, the home facility for the NBA Houston Rockets. ANDREWS Brownstein Hyatt KURTH I Farber Schreck STRAIGHT TALK IS GOOD BUSINESS Stadium Experience Andrews Kurth Kenyon Sports Venue Transactions (continued) HOUSTON SPORTS AUTHORITY 1411- --- BBVA Compass STADIUM Represented the Harris County -Houston Sports Authority in a $700 million comprehensive debt restructuring that refinanced the debt issued by the Sports Authority to finance the development of Minute Maid Park, NRG Stadium and Toyota Center (not sure if you wanted to mention the lawsuits) Represented the Harris County -Houston Sports Authority in drafting and negotiating the lease and development agreement for the construction and operation of BBVA Compass Stadium, the new home stadium for the MLS Houston Dynamo Represented the City of Sugar Land, Texas in drafting and negotiating all documents necessary for the development, construction and leasing of a minor league baseball stadium for the Sugar Land Skeeters, now known as Constellation Field. ANDREWS Brownstein Hyatt KURTH I Farber Schreck STRAIGHT TALK FS GOOD BUSINESS St. dium Experiene Andrews Kurth Kenyon Sports Venue Transactions (continued) 0,BERT OGDEN ARENA Represented the City of Cedar Park in connection with the design, construction and operation of the Cedar Park Event Center, a special event center developed to house as its primary tenant the Texas Stars, an American Hockey minor league ice hockey team affiliated with the NHL Dallas Stars. Represented the City of Edinburg in connection with the lease and development of a new 8,000-seat, first-class indoor arena to house the Rio Grande Valley Vipers, a basketball team in the NBA Development League with an affiliation agreement with the NBA Houston Rockets. Represent the City of Edinburg in connection with the lease and development of a new 7,500-seat first class soccer stadium to be developed to house as its primary tenant a new United Soccer Leagues team affiliated with the MLS Houston Dynamo. ANDREWS Brownstein Hyatt KURTH I Farber Schreck STRAIGHT TALK IS GOOD BUSINESS Stadia t Experience Andrews Kurth Kenyon Sports Venue Transactions (continued) TOYOTA STADIUM Represented Frisco Stadium LLC, the owner of the MLS Dallas FC, in negotiating with the City of Frisco and the Frisco Community Development Corporation a lease extension and public funding for $39,000,000 in additional capital improvements at the stadium. Represented Spotsylvania County in its negotiations with the Hagerstown (Maryland) Suns, the Class A affiliate of the MLB Washington Nationals, for a potential new 5,000- seat minor league baseball stadium to which the team could be relocated. Represented Dallas County in its preliminary negotiations with the NFL Dallas Cowboys for a new stadium to be located in Dallas County before the Cowboys selected a Tarrant County site in Arlington, Texas as the preferred location for a new stadium. ANDREWS Brownstein Hyatt STRAIGHT TALK IS GOOD BUSINESS Farber Schreck Stadium Experience Andrews Kurth Sports Venue Transactions (continued) at&t Represented the City of San Antonio in its preliminary negotiations with the NBA San CENTER Antonio Spurs prior to the development of the AT&T Center by Bexar County, Texas. Represented the San Antonio School District in its negotiations with the NBA San Antonio Spurs exploring a potential renovation of the school district's Alamo Stadium to house a professional soccer team. ANDREWS Brownstein Hyatt KURTH Farber Schreck STRAIGHT TALK IS GOOD BUSINESS.- tin r s c uishin r ties ANDREWS Brownstein Hyatt KURTH Farber Schreck STRAIGHT TALK 15 GOOD BUSINESS' 12 Distinguishing Characteristics • Sports Stadium Development Experience — Combined transactions totaling X (13 AK plus how many from Brownstein?) • Government Experience — Majority of representations were for governmental entities; both Mark Arnold and Gene Locke have served as General Counsel for Harris County -Sports Authority • Budget Management — We have the abi ity to work with budget constraints • Post Stadium Experience — Historical experience provides ability to apply current knowledge to real world situations, including identifying situations that could lead to disputes • Local Presence — Brownstein to fill in • Longstanding Joint Relationship — Andrews Kurth Kenyon and Brownstein Hyatt Farber Schreck have had a working relationship for over X years. • Others from Mark and/or Brownstein STRAIGHT TALK IS G000 BUSINESS Brownstein Hyatt Farber Schreck rn ANDREWS Brownstein Hyatt KURTH Farber Schreck STRAIGHT TALK IS GOOD BUSINESS 14 Our Team — Andrews Kurth Kenyon Mark B. Arnold, Partner 1713.220.3938 I markarnold@andrewskurth.com Mark represents and advises clients in public and private project development and financing transactions, with an emphasis on sports, recreation and entertainment facilities, convention centers, hotels and educational facilities. He also advises clients in structuring and implementing creative economic development techniques such as Chapter 380/381 grants, 4A/4B financings, tax increment financing and tax abatements. Mark received his J.D. from Columbia Law School, where he was a Harlan Fisk Stone Scholar. He received his A.B. in economics, with distinction, from Cornell University, where he graduated Phi Beta Kappa. Julia R. Houston, Partner 1512.320.9281 I juliahouston@andrewskurth.com Julia's practice focuses on various aspects of traditional public finance and public/private project financing. Julia has served as bond counsel to various state agencies and local governmental entities, including, special districts, cities, counties and public facility corporations; as underwriter and bank counsel to financial institutions that underwrite and purchase tax-exempt and taxable governmental obligations; and as outside counsel to a public facility corporation that owns and operates a convention center hotel and to professional sports teams that lease bond financed sports venue facilities. Julia also has experience representing domestic banks that provide credit and liquidity facilities for tax-exempt financings. Prior to entering private law practice, Julia served as an assistant attorney general in the Public Finance Division of the Office of the Attorney General of the State of Texas. Julia earned her J.D. from the University of San Diego School of Law in 1993 and her M.S. from Illinois State University in 1985. She received her B.A. from Marian University in 1983. ANDREWS KURTH STRAIGHT TALK IS GOOD BIJSRJESS Brownstein Hyatt Farber Schreck Our Team - Andrews Kurth Kenyon James A. Hernandez, Partner 1713.220.3942 I jameshernandez@andrewskurth.com James practices in the public law area and also has experience in corporate and securities and real estate law. His focus in the public law area primarily has been serving as bond counsel, disclosure counsel and underwriters' counsel on a variety of public finance transactions for cities, counties and special authorities throughout Texas. James has extensive experience in the area of transportation development and financing, including representation advising the Harris County Toll Road Authority on project development and financing matters, as well as operations, contracting and legislative matters. James has also worked in various capacities on transactions for several other transportation issuers, including the North East Texas Regional Mobility Authority, Houston METRO, the Houston Airport System, the San Antonio Airport System, the Hidalgo County Regional Mobility Authority and the North Texas Tollway Authority. He has also been involved in a number of public/private development projects, including the development and financing of sports and convention facilities, among others. He earned his J.D. in 1995 from Columbia University and his B.A. from The University of Texas at Austin in 1991. Gene L. Locke, Of Counsel 1713.220.3956 I genelocke@andrewskurth.com Gene practices in the public law area. He is the former City Attorney for the City of Houston. He is experienced in various state and local government subjects, including constitutional issues, public -private ventures, elections, redistricting, affirmative action, tort actions, public contracting, sports venue projects and franchise agreements. Gene has handled major litigation involving these and other public law issues while advising and assisting governmental clients. He has represented both government and corporate clients in various public law matters and other legal issues. He received his J.D. in 1981 from South Texas College of Law and his B.A., from the University of Houston in 1969. ANDREWS KURTH STRAIGHT THLK IS GOOD BUSINESS Brownstein Hyatt Farber Schreck Our Team - Andrews Kurth Kenyon Nathelie D. Ashby, Associate 1512.320.9233 I nathelieashby@andrewskurth.com Nathelie's principal area of practice is public finance. She regularly represents state agencies, universities, cities, school districts, and other political subdivisions in tax-exempt bond transactions. Nathelie also represents investment banking firms as underwriter's counsel. She received her J.D. in 2006 from The University of Texas at Austin School of Law and her B.S. in Applied Sociology from Texas State University in 2000. ANDREWS KURTH STRAIGHT TALK IS GOOD BUSINESS Brownstein Hyatt Farber Schreck Our Team - Brownstein Hyatt Farber Schreck ANDREWS KURTH STRAIGHT TALK IS GOOD BUSINESS' Brownstein Hyatt Farber Schreck 18 AN D REWS KURTH I Brownstein Hyatt I Farber Schreck December 19, 2016 PRIVILEGED AND CONFIDENTIAL VIA EMAIL Brian Haynes Project Manager Applied Analysis 6385 S. Rainbow Blvd., Suite 105 Las Vegas, Nevada 89118 bhaynes@appliedanalysis.com Re: Joint Response to Request for Qualifications Dear Mr. Haynes, Andrews Kurth Kenyon LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax andrewskurth.com Brownstein Hyatt Farber Schreck LLP 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 +1.702.382.2101 +1.702.382.8135 bhfs.com Andrews Kurth Kenyon LLP ("Andrews Kurth") and Brownstein Hyatt Farber Schreck LLP ("Brownstein") are pleased to submit the following joint proposal in connection with the Las Vegas Stadium Authority Board's ("LVSA") Request for Qualifications ("RFQ") to serve as legal counsel in connection with the preparation and negotiation of agreements pertaining to the development and operation of a premier stadium facility in Clark County, Nevada. As signatories of this proposal, we confirm we are authorized to negotiate and contract on behalf of our respective firms. A. Firm Qualifications & Experience Andrews Kurth and Brownstein's combined experience and local presence allow our firms to offer LVSA a highly qualified and experienced legal counsel team for the development of the agreements pertaining to LVSA's stadium facility project. Andrews Kurth was founded in 1902 in Houston, Texas and quickly became one of the premier law firms representing public entities in Texas. Andrews Kurth is at the forefront of the sports venue development and construction industries. Our experience in both is unmatched, and our projects are well-known. We help define key business goals, assemble the right legal team and develop strategies to optimize the client's objectives. Because we have represented owners, landlords, tenants, lenders, investors, joint ventures and operating partners, we know the players and their expectations. Specifically, Andrews Kurth has vast experience representing sports authorities from inception and financing through development and construction of some of the most well-known and highly publicized stadium and sports venue projects for nationally known teams. Since its creation in 1997, Andrews Kurth has served as general counsel to the Harris County -Houston Sports Authority and assisted in drafting the legislation that created the Sports Authority and crafted its first bylaws and other organizational documents. We have represented the Sports Authority in all aspects of the development, financing, construction and leasing of NRG Stadium for the NFL Houston Texans and the RodeoHouston, Toyota Center for the NBA Houston Rockets, Minute Maid Park for the MLB Houston Astros, and BBVA Compass Stadium for the MLS Houston Dynamo. Further, our Nevada partner Brownstein has represented clients in some of the most significant transactions in Las Vegas including the acquisition by Apollo and Texas Pacific Group of Harrah's Entertainment, and the $32 billion of financings involved in the transaction, Station Casinos, Inc.'s going -private transaction and reemergence from bankruptcy, the acquisition by Hines and Oaktree of a 32 office building portfolio in Summerlin and many other local large-scale hotel casino acquisitions, dispositions and development projects, including Caesars' Ling project and MGM's T-Mobile Arena. In HOU:3747170.3 Brian Haynes December 19, 2016 Page 2 addition, for the past 12 years Brownstein has represented the Smith Center of the Performing Arts in all aspects of development, construction and leasing, including negotiating the public private partnership with the City of Las Vegas. Brownstein is one of the only firms that offers both the experience of practicing in Nevada for over 48 years and the specialized expertise needed to successfully navigate the local business and political landscape. Sports Venues and Stadiums Andrews Kurth and Brownstein are ideally situated to provide sports venue and stadium representation to LVSA. Andrews Kurth's top -to -bottom counsel to public authorities that develop and operate sports stadiums and similar facilities and Brownstein's strong Nevada presence and experience make both firms well -suited to provide legal counsel services to LVSA. Andrews Kurth and Brownstein attorneys are skilled at handling transactional contracts for the development and construction of stadiums as well as for stadium operations, including concessions, event licensing and production, facility management, leasing, operations and maintenance, and sponsorship and marketing. Additionally, the combined power of our firms offers LVSA counsel on development and ground lease issues, creation of investment entities, management agreements and trademark protection, among a host of other issues relevant to sports venues and stadiums. We have highlighted below Andrews Kurth's relevant representative experience: 1) NRG Stadium (NFL/Rodeo) - Harris County - Houston Sports Authority Contact: Janis Burke, CEO, Harris County -Houston Sports Authority, P: 713.308.5900 Total Budget: Approximately $600,000 Adherence to Budget and Schedule Constraints: Met aggressive budget and schedule to prepare binding term sheet for NFL meetings to win the 32nd NFL franchise in a contest with Los Angeles and successfully opened the new stadium for the 2002 NFL season Summary: Represented the Sports Authority in all aspects of the financing, development, construction, leasing and operations of NRG Stadium (formerly Reliant Stadium), the home stadium for the NFL Houston Texans and RodeoHouston. Drafted and negotiated the principal project documents, including the construction contract, the leases and development agreements, the non -relocation agreement, the funding agreement and related agreements with the Houston Texans and RodeoHouston. Negotiated $50 million interim line of credit and also participated in the structuring and documentation of the long-term financing of this transaction through a combination of approximately $450 million tax-exempt and taxable bonds secured by the Sports Authority's existing hotel occupancy and car rental taxes, sales tax rebate revenues, parking and admission taxes and rent payments made by the Houston Texans and RodeoHouston. Also structured and negotiated subordinate lien financings with the Houston Texans, Harris County and others to provide additional funds to develop and construct NRG Stadium. 2) Toyota Center (NBA) - Harris County - Houston Sports Authority Contact: Janis Burke, CEO, Harris County -Houston Sports Authority, P: 713.308.5900 Total Budget: Approximately $550,000 Adherence to Budget and Schedule Constraints: Met budget and schedule to prevent the Houston Rockets from re -locating outside of Houston, Texas Summary: Represented the Sports Authority in all aspects of the financing, development, construction and leasing of Toyota Center, the home facility for the NBA Houston Rockets including eminent domain, land acquisition and site remediation. Called two referendums to authorize the development of Toyota Center based on negotiated letters of intent, the first of which voters rejected. Drafted and negotiated the principal project documents, including the lease and development agreements, the non -relocation agreement and related agreements with the Houston Rockets. Negotiated $30 million private placement secured primarily by rent payments made by the Houston Rockets to provide funds for the construction of an adjacent 2,500-space event parking garage and also participated in the long-term financing of this transaction through a combination of approximately $250 million tax-exempt and taxable bonds secured by the Sports Authority's hotel occupancy and car rental taxes. Also assisted in structuring and negotiating a subordinate lien financing to provide additional funds for related improvements. HOU:3747170.3 Brian Haynes December 19, 2016 Page 3 3) Minute Maid Park (MLB) - Harris County - Houston Sports Authority Contact: Janis Burke, CEO, Harris County -Houston Sports Authority, P: 713.308.5900 Total Budget: Approximately $500,000 Adherence to Budget and Schedule Constraints: Met budget and schedule to complete and open the new venue in just under two years Summary: Represented the Sports Authority in all aspects of the development, construction and leasing of Minute Maid Park (formerly Enron Field), the home stadium for the MLB Houston Astros in downtown Houston, Texas. Drafted and negotiated the principal project documents, including the architectural contract, the construction contract, the lease and development agreements, the non -relocation agreement and other related agreements. Negotiated $16 million interim line of credit and $34 million private placement for land acquisition as well as participating in the long-term financing of this transaction through a combination of approximately $200 million tax-exempt and taxable bonds secured by the Sports Authority's hotel occupancy and car rental taxes and rent payments made by the Houston Astros. 4) BBVA Compass Stadium (MLS) - Harris County - Houston Sports Authority Contact: Janis Burke, CEO, Harris County -Houston Sports Authority, P: 713.308.5900 Total Budget: Confidential Adherence to Budget and Schedule Constraints: On budget and on time Summary: Represented the Sports Authority in drafting and negotiating the lease and development agreement with Dynamo Stadium, LLC for the construction and operation of BBVA Compass Stadium, the new home stadium for the MLS Houston Dynamo. 5) Cedar Park Event Center (AHL) - City of Cedar Park, Texas Contact: Brenda Eivens, City Manager, City of Cedar Park, Texas, P: 512.401.5010 Total Budget: $300,000 Adherence to Budget and Schedule Constraints: On budget and on time Summary: Represented the City of Cedar Park in connection with the design, construction and operation of the Cedar Park Event Center, a new special event center developed to house as its primary tenant the Texas Stars, an American Hockey League minor league ice hockey team affiliated with the NHL Dallas Stars. A subsidiary of Hicks Sports Group, Inc. is the City's development partner that manages and operates the Event Center. The City and Hicks also agreed upon certain tax incentives in connection with the development by Hicks of 17 acres adjacent to the Event Center into a first-class, mixed -use office and retail center. 6) Minor League Baseball Stadium (ALPB) - City of Sugar Land, Texas Contact #1: Allen Bogard, City Manager, City of Sugar Land, Texas, P: 281.275.2710 Contact #2: James Thompson, Former Mayor, City of Sugar Land, Texas, P: 713.725.9004 Total Budget: Approximately $300,000 Adherence to Budget and Schedule Constraints: Met aggressive budget and schedule to open the ballpark in two years from the beginning of negotiations Summary: Represented the City of Sugar Land in drafting and negotiating all documents necessary for the development, construction and leasing of a minor league baseball stadium now known as Constellation Field. The stadium was constructed by the City of Sugar Land and leased to the owners of the Sugar Land Skeeters, a minor league baseball team associated with the Atlantic League of Professional Baseball Clubs. HOU:3747170.3 Brian Haynes December 19, 2016 Page 4 Further, while at her previous law firm, Julia Houston, one of the Andrews Kurth team members, acted as outside counsel to the Houston Texas as follows: 1) Outside Counsel to the NFL Houston Texans Contact: Suzie Thomas, Sr. Vice President, General Counsel and Chief Administrative Officer, Houston Texans, P: 832.667.2120 Total Cost, Adherence to Budget and Project Timeline: Monthly billing. Summary: Reported to General Counsel and Chief Financial Officer of the NFL Houston Texans. Responsibilities included analyzing and summarizing the obligations, responsibilities and rights of the Houston Texans under the bond financing documents for NRG Stadium; and analyzing and advising the Houston Texans with respect to various refunding and restructuring proposals for NRG Stadium. In addition, Andrews Kurth has experience providing a range of legal services in connection with other major sports and entertainment facilities including representing various developers and hotel and hospitality venues, as well as investors, owners and operators in all aspects of the development, acquisition, construction, leasing and financing of sports venues, entertainment complexes and hotels, including: • Golden Nugget Hotel and Casino - Landry's, Inc. • NBA D-League Arena - City of Edinburg, Texas • USL Soccer Stadium - City of Edinburg, Texas • MLS Soccer Stadium - City of Frisco, Texas • MiLB Minor League Baseball Stadium - Spotsylvania County, Virginia • Texas Live Entertainment Venue - Texas Rangers • Performing Arts Center - City of Sugar Land, Texas • Potential Redevelopment of Houston Astrodome - Harris County, Texas We have highlighted below Brownstein's relevant representative experience: 1) The Smith Center for Performing Arts Contact: Myron Martin, President, Las Vegas Performing Arts Center Foundation, Smith Center for Performing Arts, P: 702.749.2012 x2468 Total Budget: Confidential Adherence to Budget & Schedule Constraints: On budget and on time Summary: Negotiated the development agreement and ground lease with the City of Las Vegas for the design, construction and operation of the Smith Center for the Performing Arts. Brownstein also negotiated and amended the first, second and third restated development agreements. Brownstein continues to advise the Smith Center on an ongoing basis with respect to the real estate and development issues regarding this project, including the subsequent subleases of portions of the Smith Center campus to the Children's Museum and the Chamber of Commerce. 2) T-Mobile Arena for MGM Resorts Intl. Contact: Greg Riches, Vice President and Legal Counsel, MGM Resorts International, P: 702.632.6722 Total Budget: Confidential Adherence to Budget & Schedule Constraints: On budget and on time Summary: Served as Nevada counsel to joint venture comprised of MGM Resorts International and AEG in connection with obtaining its $200 million bank facility secured by real property to fund the development and construction of the T-Mobile 20,000 seat arena. HOU:3747170.3 Brian Haynes December 19, 2016 Page 5 3) The Ling, Caesars Octavius and the Cromwell Projects Contact #1: Michael Cohen, Senior Vice President, Corporate Development, General Counsel and Corporate Secretary, Caesars Acquisition Company, P: 702.407.6029 Contact #2: Scott Wiegand, Vice President and Associate General Counsel, Caesars Entertainment Corporation, P: 702.407.6061 Total Budget: Confidential Adherence to Budget & Schedule Constraints: On budget and on time Summary: Represented Caesars in connection with the development of the Ling retail, dining and entertainment project, the Caesars Octavius hotel project and the Cromwell resort. In this role, Brownstein assisted with structuring the real estate aspects of the development, handled the collateralization of the loan and negotiated and drafted complex real estate documents, including declarations of covenants and easements, parking easements, and leases. Brownstein continues to advise Caesars on an ongoing basis with respect to the real estate and development issues and documentation regarding these projects, including management agreements and leases for new retailers at the projects. B. Staff Qualifications and Availability We staff projects efficiently and effectively, taking into account (with respect to non -partner attorney staffing) the level of experience required for particular tasks and our client's budget requirements. We anticipate that Mark Arnold, Julia Houston and Angela Otto will serve as the Relationship Partners for the representation. Contact information provided below: Mark Arnold, Partner Andrews Kurth Kenyon LLP P: 713.220.3938 E: markarnold@andrewskurth.com Julia Houston, Partner Andrews Kurth Kenyon LLP P: 512.320.9281 E: juliahouston(2 andrewskurth.com Angela Otto, Shareholder Brownstein Hyatt Farber Schreck LLP P: 702.464.7064 E: aotto@bhfs.com Our approach to staffing of projects is lean, and our partners are closely involved in all aspects of the work in order to maximize efficiencies and ensure the highest quality of service. We invest the time and resources necessary to providing an efficient team -based approach to our representation. We are committed to making the firms' resources available for the project and are prepared to meet your timeline and expectations. To the extent necessary for the project, we will ensure that lower billing associate attorneys are responsible for day-to-day staffing and drafting of documentation, working under partner review and supervision. Following is summary biographical information about the principal members of Andrews Kurth's team for the project. Full biographies and contact information are included in Attachment A - Andrews Kurth Biographies: Mark Arnold is a partner in Andrews Kurth's Houston office, and focuses his practice in the areas of public law and real estate. His work includes all facets of commercial real estate and construction practice, with an emphasis on the development, construction, leasing, and public and private financing of public projects such as sports, recreation and entertainment facilities, convention centers, hotels and educational facilities. He also advises clients in structuring and implementing creative economic development techniques. Julia Houston is a partner in Andrews Kurth's Austin office. Julia's practice focuses on various aspects of traditional public finance and public/private project financing. Julia has served as outside counsel to professional sports teams that lease bond financed sports venue facilities and as outside counsel to a public facility corporation that owns and operates a convention center hotel. She also has served as bond counsel to various state agencies and local governmental entities, including, special districts, cities, counties and public facility corporations and as underwriter and bank counsel to financial institutions that underwrite and purchase tax-exempt and taxable governmental obligations. Julia also has experience representing domestic banks that provide credit and liquidity facilities for tax-exempt financings. Prior to entering private law HOU:3747170.3 Brian Haynes December 19, 2016 Page 6 practice, Julia served as an assistant attorney general in the Public Finance Division of the Office of the Attorney General of the State of Texas. James Hernandez is a partner in the firm's Houston office. James practices in the public law area and also has experience in corporate and securities and real estate law. His focus in the public law area primarily has been serving as bond counsel, disclosure counsel and underwriters' counsel on a variety of public finance transactions for cities, counties and special authorities throughout Texas. James has extensive experience in the area of transportation development and financing, including representation advising the Harris County Toll Road Authority on project development and financing matters, as well as operations, contracting and legislative matters. James has also worked in various capacities on transactions for several other transportation issuers, including the North East Texas Regional Mobility Authority, Houston METRO, the Houston Airport System, the San Antonio Airport System, the Hidalgo County Regional Mobility Authority and the North Texas Tollway Authority. He has also been involved in a number of public/private development projects, including the development and financing of sports and convention facilities, among others. Gene Locke is an of counsel attorney in the firm's Houston office. Gene practices in the public law area. He is the former City Attorney for the City of Houston and a County Commissioner for Harris County, Texas. He is experienced in various state and local government subjects, including constitutional issues, public -private ventures, elections, redistricting, affirmative action, tort actions, public contracting, sports venue projects and franchise agreements. Gene has handled major litigation involving sports teams and other public law issues while advising and assisting governmental clients. Nathelie Ashby is an of counsel attorney in Andrew Kurth's Austin office. Her principal area of practice is public finance. She regularly serves as bond counsel and disclosure counsel for state agencies, universities, cities, school districts, and other political subdivisions in tax-exempt bond transactions. Nathelie also represents investment banking firms as underwriter's counsel. Jason Reiner is an associate in Andrews Kurth's Houston office. His practice includes a broad range of commercial real estate, financing and project finance transactions. His experience includes representation of buyers and sellers of commercial real estate, including the development, construction, leasing, and public and private financing of public projects, such as sports, recreation and entertainment facilities and hotels. Anna Booth is an associate in Andrews Kurth's Houston office. Her practice includes a broad range of general business transaction matters including financing, mergers and acquisitions and commercial real estate transactions. Anna's finance experience includes representation of lending institutions, private investment funds and borrowers in commercial financing transactions including syndicated loans and asset based loans. Anna has experience representing buyers and sellers of private companies in a variety of industries. Her real estate experience includes representations of buyers and sellers of commercial real estate as well as representation of landlords and tenants in commercial leasing transactions. Following is summary biographical information about the principal members of Brownstein's team for the project. Full biographies and contact information are included in Attachment A - Brownstein Biographies: Angela Otto is a shareholder in Brownstein's Las Vegas office. She routinely closes more than $1 billion in real estate gaming transactions annually, working for major brands such as Caesars Entertainment, MGM and Wynn Resorts, along with advising clients on other major commercial, financial and real estate transactions. Although her national connections and industry insight make Angela the go -to attorney for major hospitality brands, she also provides general commercial counsel to clients seeking to acquire or dispose of businesses and/or real property, develop or lease real property or obtain financing. Rebecca Miltenberger is a shareholder in Brownstein's Las Vegas office. From acquisition and financing to development agreements, Rebecca Miltenberger works on legal issues related to land use and property development. Her real estate practice focuses on complex commercial transactions in office, retail, multi -family, hospitality, gaming and leisure industries. Rebecca's transactional work includes acquisitions, dispositions, financings, developments, land use and entitlements, leases of real property assets, and other commercial real estate transactions. HOU:3747170.3 Brian Haynes December 19, 2016 Page 7 Adam Bult is a shareholder in Brownstein's Las Vegas office. Described by both clients and peers as one of the go - to construction law attorneys in Nevada, Adam combines his deep knowledge of the state and federal law with extensive experience and attention to detail to obtain favorable rulings for business clients. He assists clients with a wide range of construction law matters relating to construction contracts, construction practices and transactions, and resolution of construction disputes through mediation, arbitration or construction litigation. Ellen Schulhofer is the managing partner of Brownstein's Las Vegas office. Ellen represents clients in a broad range of corporate and general business transactions. She leads teams that have served as Nevada counsel to public and privately -held companies, investment banks, private equity funds and venture capitalists in equity and debt offerings, financings, mergers and acquisitions, stock and asset purchases, restructurings, entity formations, operating, stockholders, joint venture agreements and other complex corporate transactions in both the gaming and non -gaming arenas. Ellen also provides advice on corporate governance matters to boards of directors and special committees of public and private companies. Sonia Church Vermeys is of counsel in Brownstein's Las Vegas office. Sonia assists in business transactions by advising clients on purchase and sale agreements, particularly those with hospitality and licensing requirements, and also assists on land use regulations for project development. She represents individuals and businesses before regulatory agencies including the Nevada Gaming Control Board, Nevada Gaming Commission, Clark County Commission, City of Henderson, City of Las Vegas and City of North Las Vegas. All of the Andrews Kurth and Brownstein attorneys listed above will work in conjunction with LVSA's primary contact to provide legal analysis, document preparation and research as a member of the legal team on behalf of LVSA. All of them will be 100% available to provide these services. C. Anticipated Duties If selected for this project, Andrews Kurth and Brownstein would be fully committed to providing legal advice and representation as general counsel to the Las Vegas Stadium Authority Board. We are ready to get to work. D. Additional Experience Andrews Kurth and Brownstein are full -service law firms with a combined attorney head count of over 700 attorneys across 22 locations worldwide. The combined experience of our firms includes counseling public entities in the following areas: (1) construction contract administration and claims; (2) infrastructure development; (3) environmental law; (4) preparing legal research and memoranda; (5) drafting and reviewing contract documents; (6) advising clients on contract administration; (7) assisting risk management with charges made against the entity; (8) advising on federal, state, and local regulatory matters, including legislative review and drafting; (9) coordinating and overseeing work of other outside counsel; (10) real estate and commercial leasing; (11) assisting with contract negotiations; (12) patents and intellectual property issues; (13) arbitration, mediation, or litigation matters; and (14) advising on any other matters related to the financing, development and operations of a stadium or other major event center. E. References Andrews Kurth and Brownstein invite LVSA to reach out to any one of the contacts listed in Section A of this Response. F. Fees Andrews Kurth and Brownstein recognize the budgetary constraints that entities like LVSA face. We regularly work with clients facing similar constraints and pride ourselves in our flexible approach to billing. Most importantly, we understand that one price does not fit all, and we are happy to work with LVSA to find the approach or approaches that best fit this particular engagement. In the past, we have implemented a combination of alternative or special billing arrangements with certain of our clients, including a discount from our standard billing rates; a commitment for a period not to raise the HOU:3747170.3 Brian Haynes December 19, 2016 Page 8 standard rates of lawyers who work on matters for that client; caps on particular services; "hard" estimates for transactional work that are adjusted if that transaction exceeds time or other expectations; "busted deal" discounts that may be recouped from future deals; discounted fees with success premiums and other alternative billing arrangements. Examples of alternative fee arrangements which we propose exploring for our work on the Transaction include the following: 1. Project Estimates for Each Phase: One approach we prefer is to provide a cost estimate for each phase of a project after having had a chance to review detailed requirements of that phase. In this manner, we can more effectively provide cost certainty for both LVSA and Andrews Kurth and Brownstein. Our charges would not exceed the cost estimate except in truly exceptional circumstances that received pre -approval from LVSA. 2. Blended Billing Rate: For projects in which a cost estimate cannot easily be made, we can offer a blended billing rate that would be charged for all attorney time on the particular project. With this approach, we would have the flexibility to provide senior team members more time to work on the project. 3. Fixed Monthly Cost: For some services, we have provided clients with a fixed monthly cost that we charge regardless of how much time we actually spend on the services in a given month. In this manner, the client achieves cost certainty and need not ever hesitate to ask for counseling. We find this approach enables us to develop a close relationship with our clients, which enables us to more effectively counsel the client. Andrews Kurth and Brownstein have experience with, and are willing to enter into, a fixed price contract based upon good faith estimates of expected work levels, with reciprocal trueup provisions to adjust monthly payments up or down if actual work is more or less than 20% greater than the amount initially anticipated in the contract. The adjustment provisions would provide an hourly rate rebate for any work less than 80% of the predicted level; and an hourly rate adder for all work greater than 120% of the predicted level. To the extent that our work is to be billed at hourly rates, set forth below is a list of the discounted hourly rates for the attorneys whom we propose for our representation of LVSA: Name Position Location 2016 Standard Rate - Proposed [NSA Rate * Licensed to Practice Law Andrews Kurth Kenyon Mark Arnold Partner Houston, TX $750 $600 Texas Julia Houston Partner Austin, TX $620 $500 Texas James A. Hernandez Partner Dallas, TX $750 $600 Texas Nathelie Ashby Of Counsel Austin, TX $505 $430 Texas Jason Reiner Associate Houston, TX $475 $400 Texas Anna Booth Associate Houston, TX $375 $325 Texas Brownstein Hyatt Farber Schreck Angela Otto Shareholder Las Vegas, NV $685 $550 Nevada Rebecca Miltenberger Shareholder Las Vegas, NV $495 $395 Nevada Adam Bult Shareholder Las Vegas, NV $510 $410 Nevada Ellen Schulhofer Shareholder Las Vegas, NV $745 $595 Nevada Sonia Church Vermeys Of Counsel Las Vegas, NV $545 $465 Nevada * These rates would be subject to annual ad'ustments in accordance with standard rate adjus ments applicable to all clients. HOU:3747170.3 Brian Haynes December 19, 2016 Page 9 G. Work Completed Locally Andrews Kurth and Brownstein have completed work in the past locally. Approximately, 37% of our proposed team resides locally in Clark County, Nevada. below. H. Affiliations Andrews Kurth and Brownstein will serve as joint counsel to LVSA. Contact information for both firms is included I. Andrews Kurth Kenyon LLP 600 Travis, Suite 4200 Houston, Texas 77002 P: 713.220.7400 F: 713.220.4285 Conflicts of Interest Brownstein Hyatt Farber Schreck, LLP 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 P: 702.382.2101 F: 702.382.8135 Andrews Kurth and Brownstein have each completed their respective conflicts checks and do not foresee any issues with this representation. J. Local Familiarity Brownstein and Andrews Kurth have both been involved in local projects in Las Vegas, Nevada. Brownstein attorneys and policy professionals in the three Brownstein Nevada offices — Las Vegas, Reno and Carson City (during legislative sessions) — represent industry -leading clients in the practice areas of gaming and licensing, real estate, land use, corporate, administrative law, intellectual property, litigation and public policy/government affairs — clients who are household names and institutions in our community. Selected work includes: • Acted as special Nevada gaming, real estate, intellectual property and corporate counsel to Wynn Resorts, Limited and its affiliates in connection with (i) a $1.25 billion credit agreement and the internal restructuring relating thereto, (ii) the tender offer of first mortgage notes, and (iii) the offering of $1.8 billion senior notes. • Served as Nevada corporate, real estate, gaming and intellectual property counsel to Pinnacle Entertainment, Inc. in the closing of its US$2.8 billion acquisition of Ameristar Casinos, Inc., including eight gaming properties in multiple jurisdictions, and its concurrent closing of a US$2.6 billion amended and restated senior secured credit facility. • Served as Nevada real estate counsel to MGM Resorts in connection with its REIT IPO and related financing transactions, and represented MGM in its recent sale of 4 hotel casinos including Circus Circus Reno and Silver Legacy. • Advised Riviera Holdings Corporation in its sale of the real estate assets associated with the Riviera Hotel and Casino in Las Vegas to the Las Vegas Convention and Visitors Authority. • Acted as real estate, intellectual property and corporate counsel to Red Rock Resorts Inc. in its acquisition of Palms Casino Resort, and did work to analyze and provide counsel relating to the hotel condominium regime at the resort. • Advised a joint venture comprised of Hines Interests and Oaktree Capital Management in connection with the acquisition and financing of a Summerlin office building portfolio comprised of 32 buildings and totaling 1.1 million square feet. Brownstein attorneys are very familiar with all levels of Nevada government and have deep relationships that have been cultivated for decades. No other firm offers the experience of and relationships resulting from practicing in Nevada for HOU:3747170.3 Brian Haynes December 19, 2016 Page 10 over 48 years, unparalleled and specialized expertise in the practice areas relevant to this RFP, and level of responsiveness to clients' needs. Andrews Kurth has performed work in Las Vegas, Nevada. Andrews Kurth represented an affiliate of Landry's Inc. in connection with the development, acquisition, re -branding and financing of the Golden Nugget Hotel & Casino in Las Vegas and the development of a subsequent 500-room hotel tower expansion. Brownstein acted as co -counsel to Landry's. Andrews Kurth continues to represent affiliates of Landry's in connection with their casino operations including with regarding to the development, acquisition, re -branding and financing of the Trump Marina hotel & Casino in Atlantic City, New Jersey; the Isle of Capri Hotel and Casino in Biloxi, Mississippi and the Golden Nugget Lake Charles Casino and Resort in Lake Charles, Louisiana. Brownstein and Andrews Kurth together are available to offer LVSA deep relationships with the local community and unprecedented expertise in the areas of stadium and sports venue development. K. Insurance Proof of insurance for Andrews Kurth and Brownstein are attached to this Response at Attachment C. L. Business License Included in this response at Section F we identify the five attorneys licensed to practice in the State of Nevada in this Response. M. Other We believe that the combined team of Andrews Kurth and Brownstein offer the strong local presence, robust credentials and experience representing various entities in stadium and sports venue development and financing that make us particularly well -suited for the tasks outlined in your RFQ, and we would welcome the chance to serve as general counsel to LVSA. On behalf of Andrews Kurth Kenyon LLP and Brownstein Hyatt Farber Schreck, LLP, we thank you for the opportunity to submit this proposal. Mark B. Arnold Andrews Kurth Kenyon LLP MBA:jda a, c�7 00() Angela Otto Brownstein Hyatt Farber Schreck, LLP HOU:3747170.3 ATTACHMENT A ANDREWS KURTH ATTORNEY BIOGRAPHIES ANDREWS KURTH ANDREWS KURTH KENYON LLP Mark B. Arnold, Partner 600 Travis Suite 4200 Houston, TX 77002 P: +1.713.220.3938 F: +1.713.220.4285 markarnold©andrewskurth.com Mark practices in the public law and real estate areas. His work includes all facets of commercial real estate and construction practice, with an emphasis on the development, construction, leasing, and public and private financing of public projects such as sports, recreation and entertainment facilities, convention centers, hotels and educational facilities. He also advises clients in structuring and implementing creative economic development techniques such as Chapter 380/381 grants, 4A/4B financings, tax increment financing and tax abatements. Mark also has extensive experience in the leasing, acquisition, development, financing and rehabilitation of hotels, multifamily projects, restaurant sites and shopping centers. REPRESENTATIVE EXPERIENCE • Represented Landry's Restaurants, Inc. in connection with the acquisition of the Golden Nugget Hotel and Casino in Las Vegas and Laughlin, Nevada, the acquisition of the Trump Marina Hotel and Casino in Atlantic City, New Jersey, the acquisition of the Isle of Capri Hotel and Casino in Biloxi, Mississippi, and the acquisition of the Golden Nugget Lake Charles Casino and Resort • Represented the Harris County -Houston Sports Authority in connection with the development of Minute Maid Park, Reliant Stadium, Toyota Center and Dynamo Stadium, each in Houston, Texas • Represented the City of Sugar Land, Texas in connection with the development of a minor league baseball stadium and a 6,500-seat performing arts center • Represented the City of Cedar Park, Texas in connection with the development of the Cedar Park Event Center in partnership with the Dallas Stars • Represented the developer in connection with the development of the Grand Hyatt Convention Center Hotel in San Antonio, Texas and the related Alteza Residential Condominiums INSIGHTS • Recent Supreme Court Opinions Change the Landscape of Governmental Las Vegas Stadium Authority ANDREWS KURTH INDUSTRIES Banking Banking/Finance Construction Government Hospitality Hotel Real Estate Restaurant Sports/Entertainment PRACTICES Project Finance Public Finance Public Law Public Procurement Public -Private Partnerships (P3s) Real Estate EDUCATION JD, 1991, Columbia Law School, Harlan Fisk Stone Scholar AB, 1988, with distinction, Economics, Cornell University, Phi Beta Kappa ADMISSIONS Texas 1991 Page 4 ANDREWS KURTH KENYON LLP Mark B. Arnold, Continued Immunity (April 21, 2016) PROFESSIONAL RECOGNITION • Who's Who in Law, Real Estate, Houston Business Journal (2015) • Profiled as one of "Texas' Top Rated Lawyers" by ALM in Real Estate (2012) • The Best Lawyers in America, Real Estate Law (2006-2017) • Profiled as one of the leading Real Estate (2008-2016) lawyers in Texas, Chambers & Partners USA: America's Leading Business Lawyers • Profiled as one of the leading Real Estate (2010-2012, 2014-2015) lawyers in the United States, The US Legal 500 • Texas Super Lawyer in Real Estate, Texas Monthly (2004-2016) • Texas Rising Star, Texas Monthly (2004) BRIEFINGS, SEMINARS & SPEECHES Panelist - "Special Districts and Economic Development," 2013 Bond Buyer Conference, Austin, Texas (2013) Panelist - "A Different Approach to Economic Development in Texas," 2012 Bond Buyer Conference, Austin, Texas (2012) Speaker/Author - "Survey Checklist: A Guide for Reviewing Surveys," Thirteenth Annual South Texas College of Law Real Estate Law Conference (1997) Co -Author - "Letters of Intent and Other Preliminary Agreements Involving Real Property," Third Annual State Bar of Texas Advanced Real Estate Drafting Course (1992) AFFILIATIONS • Houston Bar Association • Congregation Shma Koleinu, Chair -Facilities Committee • Congregation Emanu El, Former Member -Board of Trustees and Former Chair, Membership Committee • Neartown Little League, Former Member -Board of Directors and Member -Advisory Committee Las Vegas Stadium Authority ANDREWS KURTH Page 5 ,r:F.DENTlAL ANDREWS KURTH KENYON LLP Julia R. Houston, Partner 111 Congress Avenue Suite 1700 Austin, TX 78701 P: +1.512.320.9281 F: +1.512.320.9292 juliahouston@andrewskurth.com Julia Houston's practice focuses on various aspects of traditional public finance and public/private project financing. Julia has served as bond counsel to various state agencies and local governmental entities, including, special districts, cities, counties and public facility corporations; as underwriter and bank counsel to financial institutions that underwrite and purchase tax-exempt and taxable governmental obligations; and as outside counsel to a public facility corporation that owns and operates a convention center hotel and to professional sports teams that lease bond financed sports venue facilities. Julia also has experience representing domestic banks that provide credit and liquidity facilities for tax-exempt financings. Prior to entering private law practice, Julia served as an assistant attorney general in the Public Finance Division of the Office of the Attorney General of the State of Texas. REPRESENTATIVE EXPERIENCE • Represented municipality in the issuance of bonds for the acquisition of and improvements to a water system and regional wastewater treatment facility • Represented state agency in the issuance of public securities on behalf of the Texas windstorm insurer of last resort, including interpretation of legislation and coordination of approval by several state agencies • Served as underwriters' counsel in the issuance of variable rate put bonds by state agency for toll road project in Central Texas • Served as outside counsel to a professional sports team as lessee of a bond financed venue project • Represented special districts in the issuance of bonds for the construction and acquisition of road and utility facilities for a planned community consisting of over 3,000 single-family homes INSIGHTS • SEC Introduces Continuing Disclosure Cooperation Initiative (April 11, 2014) Las Vegas Stadium Authority ANDREWS__ _ KURTH INDUSTRIES Government Sports/Entertainment PRACTICES Public Finance Public Law EDUCATION JD, 1993, University of San Diego School of Law MS, 1985, Illinois State University BA, 1983, Marian University ADMISSIONS Texas 1994 Page 6 PrILGED ,LJE ILL IAL ANDREWS KURTH KENYON LLP Julia R. Houston, Continued BRIEFINGS, SEMINARS & SPEECHES • "Public Improvement Districts: A Bond Attorney's Perspective," Texas City Attorneys Association Public Improvement Districts Workshop, Austin, Texas (February 19, 2016) • The Bond Buyer's 20th Annual Texas Public Finance Conference (February 1, 2016) • Municipal Advisory Council of Texas Conference and 61st Annual Meeting (October 29, 2015) AFFILIATIONS • State Bar of Texas • Austin Bar Association • American Bar Association • National Association of Bond Lawyers • Women in Public Finance, Texas Chapter Las Vegas Stadium Authority ANDREWS KURTH Page 7 11, '1LEt=.EL ANDREWS KURTH KENYON LLP James A. Hernandez, Partner 600 Travis Suite 4200 Houston, TX 77002 P: +1.713.220.3942 F: +1.713.220.4285 1717 Main Street Suite 3700 Dallas, TX 75201 P: +1.214.659.4668 F: +1.214.659.4401 jameshernandez@andrewskurth.com James practices in the public law area and also has experience in corporate and securities and real estate law. His focus in the public law area primarily has been serving as bond counsel, disclosure counsel and underwriters' counsel on a variety of public finance transactions for cities, counties and special authorities throughout Texas. James has extensive experience in the area of transportation development and financing, including representation advising the Harris County Toll Road Authority on project development and financing matters, as well as operations, contracting and legislative matters. James has also worked in various capacities on transactions for several other transportation issuers, including the North East Texas Regional Mobility Authority, Houston METRO, the Houston Airport System, the San Antonio Airport System, the Hidalgo County Regional Mobility Authority and the North Texas Tollway Authority. He has also been involved in a number of public/private development projects, including the development and financing of sports and convention facilities, among others. INSIGHTS • SEC Charges 71 Municipal Issuers and Obligated Persons Pursuant to Municipalities Continuing Disclosure Cooperation Initiative (August 26, 2016) • SEC Introduces Continuing Disclosure Cooperation Initiative (April 11, 2014) • Noncompliance with Continuing Disclosure Undertakings Creates Vacuum Where Other Public Statements by City Officials Held to 10b-5 Standard (May 8, 2013) • Federal Agencies Looking Closely at Municipal Bonds: What You Need to Know (November 18, 2011) • MSRB Withdraws Pending Municipal Advisor Rule Proposals (September 14, 2011) • Municipal Bond Offerings: MSRB Propose Rules of Conduct for Municipal Advisors (September 1, 2011) • Legislative Alert: TWIA Finance Opportunities Under Senate Bill 3 (July 1, 2011) • Municipal Bond Offerings: Proposed SEC Rule Impacts Appointed Board Members (January 7, 2011) Las Vegas Stadium Authority ANDREWS KURTH INDUSTRIES Banking Banking/Finance Emerging Companies Legislative Advocacy Sports/Entertainment State Regulatory Technology Venture Capital PRACTICES Banking/Finance Corporate Equity and Debt Capital Markets General Administrative Legislative Advocacy Project Finance Public Finance Public Information Public Law Public -Private Partnerships (P3s) State Regulatory Technology and Emerging Companies EDUCATION JD, 1995, Columbia University BA, 1991, The University of Texas at Austin ADMISSIONS Texas 1995 Page 8 ,;, ANDREWS KURTH KENYON LLP James A. Hernandez, Continued • Municipal Bond Offerings: SEC Charges State of New Jersey for Fraudulent Municipal Bond Offerings (August 19, 2010) • Ratings Recalibrations and Material Event Notices (April 29, 2010) PROFESSIONAL RECOGNITION • Texas Rising Star, Texas Monthly (2005-2008) BRIEFINGS, SEMINARS & SPEECHES • Complying with Texas Ethics Commission Interested Party Contract Rules (February 2, 2016) • Overview of Public Law Legislation Passed During the 82nd Legislative Session, Estrada Hinojosa Annual Conference, Dallas, Texas (August 25, 2011) AFFILIATIONS • Houston Bar Association • State Bar of Texas • American Bar Association • Hispanic Bar Association • Center for Houston's Future • KIPP Academy, Board of Trustees Las Vegas Stadium Authority ANDREWS KURTH Page 9 EL ANDREWS KURTH KENYON LLP Gene L. Locke, Of Counsel 600 Travis Suite 4200 Houston, TX 77002 P: +1.713.220.3956 F: +1.713.220.4285 genelocke©andrewskurth.com Gene practices in the public law area. He is the former City Attorney for the City of Houston. He is experienced in various state and local government subjects, including constitutional issues, public -private ventures, elections, redistricting, affirmative action, tort actions, public contracting, sports venue projects and franchise agreements. Gene has handled major litigation involving these and other public law issues while advising and assisting governmental clients. He has represented both government and corporate clients in various public law matters and other legal issues. Gene serves as general counsel to the Harris County -Houston Sports Authority and special counsel to the Metropolitan Transit Authority. REPRESENTATIVE EXPERIENCE • City Attorney, City of Houston, 1995-98 • Lead Counsel for Harris County -Houston Sports Authority in connection with the development of Minute Maid Park, Reliant Stadium and Toyota Center • Developed successful small business programs for Port of Houston Authority and Metropolitan Transit Authority • Represented numerous public and private entities in litigation on various public interest matters, including procurement, contract disputes, redistricting and public disputes • Developed successful redistricting plans for various government entities • Frequent speaker on public policy and ethics issues INSIGHTS • A Conversation with Gene Locke - University of Houston Alum - 1969 University of Houston magazine website (February 22, 2007) PROFESSIONAL RECOGNITION • Barrier Breaker Award, 2013 • Texas DiversityFIRST Award, Texas Diversity Council (2007) • Texas Super Lawyer, Texas Monthly (2003, 2004) • Distinguished Alumnus, South Texas College of Law (1996) Las Vegas Stadium Authority ANDREWS KURTH INDUSTRIES Government Real Estate Sports/Entertainment PRACTICES Public Finance Public Law Public Law Litigation EDUCATION JD, 1981, South Texas College of Law BA, 1969, University of Houston ADMISSIONS Texas 1981 US Court of Appeals for the Fifth Circuit US District Court for the Northern District of Texas US District Court for the Southern District of Texas US District Court for the Eastern District of Texas US District Court for the Western District of Texas US Supreme Court Page 10 ANDREWS KURTH KENYON LLP Gene L. Locke, Continued AFFILIATIONS • Houston Bar Association o Board of Directors (1993-2000) • Houston Bar Foundation • Houston Lawyers Association • State Bar of Texas, Government Section • Texas Bar Foundation • American Bar Association • Association of Trial Lawyers of America • National Bar Association Las Vegas Stadium Authority ANDREWS KURTH Page 11 Pt i , iLE =EEC ;-,1'.112. C I I.JFIL,OJ i IAL ANDREWS KURTH KENYON LLP Nathelie D. Ashby, Of Counsel 111 Congress Avenue Suite 1700 Austin, TX 78701 P: +1.512.320.9233 F: +1.512.320.9292 nathelieashby@andrewskurth.com Nathelie's principal area of practice is public finance. She regularly serves as bond counsel and disclosure counsel for state agencies, universities, cities, school districts, and other political subdivisions in tax-exempt bond transactions. Nathelie also represents investment banking firms as underwriter's counsel. INSIGHTS • SEC Introduces Continuing Disclosure Cooperation Initiative (April 11, 2014) • Noncompliance with Continuing Disclosure Undertakings Creates Vacuum Where Other Public Statements by City Officials Held to 10b-5 Standard (May 8, 2013) BRIEFINGS, SEMINARS & SPEECHES • The Bond Buyer's 20th Annual Texas Public Finance Conference (February 1, 2016) AFFILIATIONS • National Association of Bond Lawyers • Texas Bar Association - African American Lawyers Section • Women in Public Finance, Texas Chapter • Texas Bar Foundation - Fellow Las Vegas Stadium Authority ANDREWS KURTH PRACTICES Public Finance Public Law EDUCATION JD, 2006, The University of Texas at Austin School of Law BS, Applied Sociology, 2000, Texas State University ADMISSIONS Texas 2006 Page 12 ,-'I! LL LL! A.i..L Fi[ IN ;A:_ ANDREWS KURTH KENYON LLP Anna C. Booth, Associate 600 Travis Suite 4200 Houston, TX 77002 P: +1.713.220.4548 F: +1.713.220.4285 annabooth@andrewskurth.com Anna is an Associate in the Business Transactions section of the firm's Houston office. The Business Transactions group at Andrews Kurth provides a broad range of legal services internationally and domestically across all industries. This practice focuses on project finance, alternative energy, real estate and banking/financial services, with attorneys who specialize in mergers and acquisitions, joint ventures, financings and related transactions. Andrews Kurth has a global reputation for project finance excellence, and our banking practice, which began at the dawn of the twentieth century, includes commercial lending and syndicated finance, mortgage banking and securitization, real estate and energy finance, lender liability and regulatory compliance. Anna successfully completed the Fullbridge Program in September 2015. Las Vegas Stadium Authority ANDREWS KURTH PRACTICES Corporate EDUCATION JD, 2015, cum laude, Southern Methodist University Dedman School of Law, SMU Law Review, Staff Editor BA, 2012, summa cum laude, The University of Alabama ADMISSIONS Texas 2015 Page 13 �flFiLdl_f, IAL ANDREWS KURTH KENYON LLP Jason B. Reiner, Associate 600 Travis Suite 4200 Houston, TX 77002 P: +1.713.220.4594 F: +1.713.220.4285 jasonreiner@andrewskurth.com Jason's practice includes a broad range of commercial real estate and finance transactions. He has represented various lenders and borrowers in real estate financings, including acquisition loans and construction loans in Texas and throughout the United States. His experience includes the development, construction, leasing, and public and private financing of public projects, such as sports, recreation and entertainment facilities, in addition to experience in the acquisition and development of office, retail and various mixed -use developments. Jason's practice also includes various aspects of commercial lending and finance transactions, including the representation of financial institutions and borrowers in both secured and unsecured credit transactions, including syndicated finance, asset -based lending and debt restructurings REPRESENTATIVE EXPERIENCE • Represented the Harris County -Houston Sports Authority in connection with various general real estate matters related to the development and management of sports facilities located in Houston, Texas • Represented an institutional investor in a $93 million building and term loan for the acquisition and development of a mixed -use development located in Atlanta, Georgia • Represented the developer in a $36 million construction loan for the development of a Class A apartment complex located in Houston, Texas AFFILIATIONS • Houston Bar Association, Real Estate Section • Houston Young Lawyers Association • South Texas College of Law Young Alumni Council • Member of the Urban Land Institute NEWS • Andrews Kurth Represents NRG Energy in $1 Billion Carbon Capture Joint Venture with JX Nippon Oil & Gas (July 15, 2014) Las Vegas Stadium Authority ANDREWS KURTH INDUSTRIES Banking Banking/Finance Construction Hospitality Hotel Real Estate PRACTICES Banking/Finance Mergers and Acquisitions Public -Private Partnerships (P3s) Real Estate EDUCATION JD, magna cum laude, 2013, South Texas College of Law, South Texas Law Review, Order of the Scribes BA, 2009, The University of Texas at Austin ADMISSIONS Texas 2013 Page 14 ATTACHMENT B RROWNSTFIN ATTORNEY BIOGRAPHIES NIP 11111 ANDREWS IBrownstein Hyatt Farber Schreck Angela Turriciano Otto Shareholder aotto@bhfs.com 702.464.7064 Las Vegas, Nevada Denver, Colorado Few lawyers in Nevada or across the country have more experience managing the real estate components of large- scale gaming transactions than Angela Otto. She routinely closes more than $1 billion in real estate gaming transactions annually, working for major brands such as Caesars Entertainment, MGM and Wynn Resorts, along with advising clients on other major commercial, financial and real estate transactions. Although her national connections and industry insight make Angela the go -to attorney for major hospitality brands, she also provides general commercial counsel to clients seeking to acquire or dispose of businesses and/or real property, develop or lease real property or obtain financing. Representative Matters • Served as Nevada counsel to joint venture comprised of MGM Resorts International and AEG in connection with obtaining its $200 million bank facility secured by real property to fund the development and construction of the T-Mobile 20,000 seat arena. • Negotiated the development agreement with the City of Las Vegas for the design, construction and operation of the Smith Center for the Performing Arts, and also negotiated and amended the first, second and third restated development agreements. • Served as Nevada counsel to Caesars Octavius, LLC and Caesars Ling, LLC with respect to a new $450 million credit facility to be used to complete the construction of the Octavius Tower at Caesars Palace and to develop a retail, dining and entertainment project between the Imperial Palace and Flamingo properties. • Served as local Nevada counsel in Apollo and Texas Pacific Group's acquisition of Harrah's Entertainment, Inc. including the $32 billion multiple levels of financing - CMBS, revolver, bridge, gaming equipment and mezzanine loans - and issued opinions. • Served as Nevada counsel to Caesars Entertainment in connection with its US$3.3 billion new senior secured credit facilities and issuance of US$1.9 billion senior secured notes in order to finance the CMBS repurchase and refinance a construction loan. • Served as Nevada counsel to Hines Interests and Oaktree Capital Management Joint Venture in connection with the acquisition and financing for Summerlin office building portfolio comprised of 32 buildings and totaling 1.1 million square feet. • Served as Nevada counsel with respect to Station Casinos, Inc.'s $8 billion going private transaction, including the various related layers of financing: CMBS financing, revolver financing and mezzanine financings. c? 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. Brownstein Hyatt Farber Schreck • Served as Nevada counsel to Pinnacle Entertainment, Inc. in the closing of its US$2.8 billion acquisition of Ameristar Casinos, Inc., including eight gaming properties in multiple jurisdictions, and its concurrent closing of a US$2.6 billion amended and restated senior secured credit facility. • Represented MGM in the sale of Circus Circus Reno's assets and MGM's 50% equity interest in the Silver Legacy Resort Casino. Community Advisory Board, The Smith Center for Performing Arts Publications & Presentations • Five Things You Should Know About Nevada Commercial Real Estate Law, Author, Northern Nevada Business Magazine, October 17, 2016 • Investor Beware: Know The Game Rules Before Placing Bets, Western Real Estate Business, August 2016 • State Bar Real Estate Legislative Update Webinar, Nevada State Bar Real Estate Section, September 2015 • The Top Ten Things General Counsel Should Know About Corporate and Real Estate Law in Nevada, Speaker, Association of Corporate Counsel (ACC), Las Vegas, NV, August 30, 2011 Education • J.D., 1998, magna cum laude, Pepperdine University School of Law, Phi Delta Phi • B.S., 1995, magna cum laude, Pepperdine University Admissions • Nevada • U.S. District Court, District of Nevada Recognition Chambers USA, 2011-2016 Chambers USA, Women in Law Up and Coming Real Estate Lawyer of the Year, Nominee, 2012 and 2013 Best Lawyers in America, 2011-2017 Super Lawyers, Mountain States, 2013-2016 Leadership Las Vegas, Class of 2010 Membership American Bar Association Clark County Bar Association Commercial Real Estate Women of Southern Nevada State Bar of Nevada State Bar of Nevada, Real Property Section, Executive Committee and Legislative and Finance Subcommittees CO 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. Brownstein Hyatt Farber Schrecl< Rebecca L. Miltenberger Shareholder rmiltenberger@bhfs.com 702.464.7052 Las Vegas, Nevada From acquisition and financing to development agreements, Rebecca Miltenberger works on legal issues related to land use and property development. Her real estate practice focuses on complex commercial transactions in office, retail, multi -family, hospitality, gaming and leisure industries. Rebecca's transactional work includes acquisitions, dispositions, financings, developments, land use and entitlements, leases of real property assets, and other commercial real estate transactions. Representative Matters • Negotiated and consummated the purchase of the vacant land adjacent to the Smith Center for the Performing Arts in Las Vegas, Nevada, which will be developed into a park. Brownstein also advised the Smith Center on various real estate and development matters. • Served as Nevada corporate, real estate and gaming counsel to Wynn Las Vegas, LLC and its subsidiaries, in connection with the issuance and sale of $900,000,000 aggregate principal amount of the 5.375% first mortgage notes due 2022 by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. and the concurrent amendment of the Wynn Las Vegas credit facility to permit such issuance and sale. • Served as Nevada counsel to Caesars Octavius, LLC and Caesars Ling, LLC with respect to a new $450 million credit facility to be used to complete the construction of the Octavius Tower at Caesars Palace and to develop a retail, dining and entertainment project between the Imperial Palace and Flamingo properties. • Brownstein served Caesars Entertainment as Nevada counsel in connection with the sale of four Las Vegas hotel casino resorts to Caesars Growth Partners for a purchase price of US$2.2 billion, and also served as Nevada counsel to Caesars Growth Partners with respect to the financing for such acquisition. • Served as Nevada counsel to Hines Interests and Oaktree Capital Management Joint Venture in connection with the acquisition and financing for Summerlin office building portfolio comprised of 32 buildings and totaling 1.1 million square feet.. • Served as Nevada gaming, corporate, real estate and intellectual property counsel in connection with Station Casinos, Inc. and its operating subsidiaries' emergence from bankruptcy. Brownstein also handled the restructuring, including both asset and equity transfers and new organizational documents with the new owners, and new or amended credit facilities. • Served as local Nevada counsel in connection with Harrah's Entertainment Inc.'s (now Caesars Entertainment Corporation) restructuring of its multi -billion dollar CMBS debt. 2016 3rov. nstein Hyatt Fai her Schrock, LLP. R'ghts Reserved, I Brownstein Hyatt I Farber Schreck • Served as Nevada corporate, real estate and gaming counsel to Wynn Resorts, Limited and issued opinions in connection with a $1.3 billion first mortgage notes offering. Community Board of Directors, JDRF Nevada Chapter, 2013-present Board of Directors, Nevada Diabetes Association, 2011 - 2012 Publications & Presentations • Revision of Clark County Parking Code Would Reduce Parking, Change Development Design Requirements, Brownstein Client Alert, November 2, 2016 • Legal Implications of Resurrecting Real Estate Projects, Co-author, VEGAS Inc., May 23, 2016 • Transportation in Southern Nevada: The Added Benefits of Investing in Infrastructure, Nevada Business Magazine, May 1, 2016 Education • J.D., 2007, with distinction, University of the Pacific, McGeorge School of Law • B.A., 2003, University of Washington Admissions • Nevada, 2007 • U.S. District Court, District of Nevada Recognition • Super Lawyers, Mountain States, Rising Stars, 2013 - 2016 • Graduate of NAIOP's Developing Leaders Institute, 2014 • 50 Hours Club, Legal Aid Center of Southern Nevada's Pro Bono Project, 2010 Membership • American Bar Association • Clark County Bar Association • State Bar of Nevada • Urban Land Institute Nevada • Commercial Real Estate Women of Southern Nevada K. 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. I Brownstein Hyatt I Farber Schreck Adam K. Bult Shareholder abult@bhfs.com 702.464.7077 Las Vegas, Nevada Described by both clients and peers as one of the go -to construction law attorneys in Nevada, Adam combines his deep knowledge of the state and federal law with extensive experience and attention to detail to obtain favorable rulings for business clients. He assists clients with a wide range of construction law matters relating to construction contracts, construction practices and transactions, and resolution of construction disputes through mediation, arbitration or construction litigation. Previous Experience Judicial Law Clerk to Judge Jackie Glass, Eighth Judicial District Court Representative Matters Successfully resolved nearly a decade of highly complex construction litigation claims involving the construction of a courthouse and jail on behalf of a local government entity. Claims for both projects involved construction defect allegations against the general contractor, defective design and specification allegations against both architects, and breach of contract allegations against a billion dollar global construction management company with alleged damages in excess of 150 million dollars. • Successfully prevented an injunction from being entered against Netskeye Inc., a sports and entertainment company, which would have prevented their attendance at a world-renowned trade show. • Represented a telecommunications company in the successful settlement of its partnership claim in excess of $30 million. • Resolved civil litigation regarding payment issues in favor of Bravo Underground, Inc. • Avoided execution of collateral on a line of credit keeping construction equipment intact for Diamond Construction Co., Inc. • Represented Fletcher Jones Toyota in the resolution of more than 40 subcontractor lien claims in favor of the Toyota dealership expansion. • Achieved complete dismissal of a breach of contract case regarding the alleged purchase of a gas station in favor of BP West Coast Products. 2016 Brovvnste!r, Hyatt Farber Schreck, LLP. 411 Rights Reserved. IBrownstein Hyatt Farber Schreck Community Pro bono Counsel, Golden Rainbow and other Las Vegas non -profits Publications & Presentations • Alternative Dispute Resolution: Your Key to Staying Out of Court, Presenter, ConstructionPro Network Webinar, March 4, 2015 • Delivering Dispute Free Construction Projects - Part III, Co -Author, Navigant Construction Forum, June 2014 • Disputes, Avoidance, Resolution & Alternative Dispute Resolution, Co -Author, Chapter 11 of the 3rd Edition of Construction Contract Claims, Changes & Dispute Resolution (2013) Education • J.D., 2004, UNLV William S. Boyd School of Law • B.A., 2000, Cornell University Admissions • Nevada Recognition "AV® PreeminentTM" Martindale -Hubbell Peer Review Rating Nevada Business Magazine's Legal Elite, Top Southern Nevada 150 Attorneys, 2012-2013 Leadership Las Vegas, Class of 2010 Membership American Bar Association Clark County Bar Association State Bar of Nevada Nevada State Bar Advertising Advisory Committee Nevada State Bar Diversity Committee Nevada LGBT Section Associated General Contractors of Las Vegas CO 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. I Brownstein Hyatt I Farber Schreck Ellen Schulhofer Shareholder eschulhofer@bhfs.com 702.464.7059 Las Vegas, Nevada Ellen Schulhofer serves as the Co -Managing Partner of Brownstein Hyatt Farber Schreck and Managing Partner of the Las Vegas office. She is primarily responsible for the Corporate & Business Group in Nevada. Ellen represents clients in a broad range of corporate and general business transactions. She leads teams that have served as Nevada counsel to public and privately -held companies, investment banks, private equity funds and venture capitalists in equity and debt offerings, financings, mergers and acquisitions, stock and asset purchases, restructurings, entity formations, operating, stockholders, joint venture agreements and other complex corporate transactions in both the gaming and non -gaming arenas. Ellen also provides advice on corporate governance matters to boards of directors and special committees of public and private companies. Representative Matters • Served as Nevada corporate, real estate and gaming counsel to Wynn Las Vegas, LLC and its subsidiaries, in connection with the issuance and sale of $900,000,000 aggregate principal amount of the 5.375% first mortgage notes due 2022 by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. and the concurrent amendment of the Wynn Las Vegas credit facility to permit such issuance and sale. • Served as Nevada counsel to Pinnacle Entertainment, Inc. in the closing of its US$2.8 billion acquisition of Ameristar Casinos, Inc., including eight gaming properties in multiple jurisdictions, and its concurrent closing of a US$2.6 billion amended and restated senior secured credit facility. • Served as local Nevada counsel in Apollo and Texas Pacific Group's acquisition of Harrah's Entertainment, Inc. including the $32 billion multiple levels of financing - CMBS, revolver, bridge, gaming equipment and mezzanine loans - and issued opinions. • Served as Nevada gaming and corporate counsel in connection with Station Casinos, Inc. and its operating subsidiaries' emergence from bankruptcy. Brownstein also handled the restructuring, including both asset and equity transfers and new organizational documents with the new owners, and new or amended credit facilities. • Served as Nevada corporate, real estate and gaming counsel to Caesars Entertainment Operating Company, Inc. and its subsidiaries in connection with the amendment to its senior secured credit agreements and extension of the maturity date of approximately $800 million in loans from 2015 to 2018. • Served as Nevada corporate, gaming and real estate counsel to the owner of debt at Riviera in connection with restructuring out of bankruptcy, credit facility and related reorganization matters. 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. I Brownstein Hyatt I Farber Schreck • Served as local Nevada counsel in connection with Harrah's Entertainment Inc.'s (now Caesars Entertainment Corporation) restructuring of its multi -billion dollar CMBS debt. • Served as Nevada corporate, real estate and gaming counsel to Wynn Resorts, Limited and issued opinions in connection with a $1.3 billion first mortgage notes offering. • Served as Nevada counsel with respect to Station Casinos, Inc.'s $8 billion going private transaction, including the various related layers of financing: CMBS financing, revolver financing and mezzanine financings. Community Member, University of Nevada, Las Vegas William S. Boyd School of Law Dean's Council Board of Trustees, Las Vegas Metro Chamber of Commerce Publications & Presentations • Nevada Business Entities Law Update, Brownstein Client Alert, June 11, 2015 • Keeping Balanced in the Law, Author, Denver Business Journal, June 6, 2014 • Female Powerbrokers Q&A: Brownstein's Ellen Schulhofer, Law 360, March 31, 2014 Education • J.D., 1987, UCLA School of Law • A.B., 1984, Stanford University, with distinction Admissions • Nevada • California Recognition Best Lawyers in America, Las Vegas Corporate Lawyer of the Year, 2009, 2015, 2017 Top Rated Lawyer in Mergers & Acquisitions, American Lawyer Media and Martindale-HubbellTM, 2013 AV® PreeminentTM, Martindale -Hubbell Peer Review Rating Best Lawyers in America, 2005-2017 Chambers USA, 2005-2016 Super Lawyers, Mountain States, 2007-2016 Super Lawyers, Mountain States, Top 50 Women List, 2014-2016 Membership Board of Trustees, Las Vegas Metro Chamber of Commerce State Bar of Nevada State Bar of Nevada, Business Law Section Executive Committee American Bar Association Clark County Bar Association State Bar of California (J 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. IBrownstein Hyatt Farber Schreck Sonia Church Vermeys Of Counsel svermeys@bhfs.com 702.464.7066 Las Vegas, Nevada Sonia Church Vermeys is of counsel in Brownstein's Las Vegas office. Recognized as a top Nevada lawyer, Sonia assists in business transactions by advising clients on purchase and sale agreements, particularly those with hospitality and licensing requirements, and also assists on land use regulations for project development. She represents individuals and businesses before regulatory agencies including the Nevada Gaming Control Board, Nevada Gaming Commission, Clark County Commission, City of Henderson, City of Las Vegas and City of North Las Vegas. Representative Matters • Served as counsel to several gaming companies in connection with acquisitions of hotel casinos located in Southern Nevada. • Worked with the client and the client's development team to prepare applications and supporting materials to secure land use entitlements for a mixed use commercial project consisting of a casino/tavern, gas station, convenience store, and restaurant with related amenities. • Represented DeSimone Gaming Inc. and its principal Joseph DeSimone in connection with nonrestricted gaming applications for licensure to operate the Railroad Pass Hotel & Casino. Shepherded the applications through the investigations and appeared with the applicants before the Nevada Gaming Control Board and Nevada Gaming Commission. • Represented a gaming company in connection with the purchase of a grandfathered casino in Southern Nevada. • Obtained the final regulatory approvals for Scientific Games Corporation to purchase Bally Technologies Inc. • Secured state and local gaming and other business licenses and permits for LVGV, LLC dba The M Resort Spa and Casino, following a multi -jurisdictional REIT transaction involving its parent company, Penn National Gaming, Inc. • Served as Nevada counsel to Caesars Entertainment in connection with $185 million financing to renovate the 199-room Bill's Hotel in Las Vegas, Nevada, into a "lifestyle" gaming hotel and casino featuring a 65,000- square-foot rooftop pool and dayclub/nightclub. Community Board President, Lutheran Social Services of Nevada, 2012 (f) 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. IBrownstein Hyatt Farber Schreck Board of Directors, Lutheran Social Services of Nevada, 2009 - Present Publications & Presentations • Investor Beware: Know The Game Rules Before Placing Your Bets, Co -Author, Western Real Estate Business, August 2016 • Acquiring a Property with Grandfathered Liquor and Gaming Entitlements, Author, Nevada Business Magazine, November 1, 2015 • Navigating Nevada's Three -Tiered Alcohol Distribution System, Author, NALCP.net, July 15, 2015 • Business Entities Permitted to Wager at Nevada Race and Sports Books, Brownstein Client Alert, June 8, 2015 • Contracts with Gaming Companies are a Different Animal, Co -Author, Vegas Inc. May 17, 2015 Education • J.D., 1993, cum laude, University of San Diego School of Law • B.F.A., 1988, cum laude, University of Southern California Admissions • Nevada Recognition Best Lawyers in America, 2009-2017 Chambers USA, America's Leading Business Lawyers, 2004-2009 AV Preeminent, Martindale -Hubbell Peer Review Rating Membership American Bar Association Clark County Bar Association State Bar of Nevada National Association of Licensing & Compliance Professionals (NALCP) CO 2016 Brownstein Hyatt Farber Schreck, LLP. All Rights Reserved. ATTACHMENT C PROOF OF INSURANCE IINP ANDREWS KURTH ALAS Attorneys' Liability Assurance Society, Inc. Andrews Kurth Kenyon LLP 600 Travis Street Suite 4200 Houston, TX 77002-3090 To Whom It May Concern: December 13, 2016 CONFIRMATION OF INSURANCE We hereby confirm that Andrews Kurth Kenyon LLP has Professional Liability Coverage under Policy ALA 1541 with a limit of $50,000,000 per claim and $100,000,000 in the aggregate with the right, under stated conditions, to purchase extended reporting rights upon termination of such Policy by ALAS. The self -insured retention under such Policy is $1,000,000 each claim up to an aggregate of $2,000,000 and $100,000 each claim thereafter. The Policy effective date is from January 1, 2016 to January 1, 2017. Such Policy is subject to the terms, conditions, limitations and exclusions stated therein. ATTORNEYS' LIABILITY ASSURANCE SOCIETY, INC., A RISK RETENTION GROUP By: Nancy J. Montroy Vice President — Director of Underwriting Date: December 13, 2016 311 5 Wacker Drive, Suite 5700 Chicago, IL 60606-6629 tel 312.697.6900 tax 312 697.6901 alas.com BROWNST-01 LKOSNICK ..---- CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 12/16/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Thompson Flanagan & Company 626 W. Jackson Blvd. 5th Floor Chicago, IL 60661 CONTACT Casey Stalter NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAILcstaiter@thompsonflanagan.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Lloyds of London INSURED Brownstein, Hyatt, Farber & Schreck, L.L.P. 410 Seventeenth Street Denver, CO 80202 INSURER B : Natl Fire & Marine Ins Co INSURER c : Scottsdale Insurance Company INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL LIABILITY IM1601167 11/01/2016 11/01/2017 EACH OCCURRENCE $ DAMAGETORENTED PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ X Professional Liab. PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: LOC PRODUCTS - COMP/OPAGG $ $ AU A LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY SCHEDULED AUTOS NON-OWNEDPer AUUTTOSS ONLLYY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PROPRIETOR/PARTNER/EXECUTIVE ANY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER F STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B C Professional Liab. Professional Liab. 42-EPP-303092-01 LWS0000478 11/01/2016 11/01/2016 11/01/2017 11/01/2017 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This policy meets/exceeds coverage limits of $5,000,000 Account Number: LVM34 CERTIFICATE HOLDER CANCELLATION Las Vegas Stadium AuthorityBoard g c/o Applied Analysis 6385 S. Rainbow Blvd., Suite 105 Las Vegas, NV 89118 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED�REPRESENTATIVE TH ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: BROWNST-01 LKOSNICK AFRO LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Thom son Flana an & Com an P 9 p y NAMED INSURED Brownstein, Hyatt Farber & Schreck, L.L.P. 410 Seventeenth Street Denver, CO 80202 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Excess Liability: Aspen American Insurance - LXA94RQ16 Evanston Insurance (Markel) - MAX7L0002463 Liberty Mutual Insurance - IM1606296 Colony Insurance (Argo Pro) - XPL409435 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Disclaimer Copyright © 2016 Andrews Kurth Kenyon LLP and Brownstein Hyatt Farber Schreck, LLP ("Brownstein"). No lawyer -client relationship exists until the appropriate engagement letter has been executed. The enclosed information has been compiled to establish potential interest in the services of Andrews Kurth Kenyon LLP and Brownstein. It is agreed and understood that neither Andrews Kurth Kenyon LLP nor Brownstein has neither given nor received confidential information and none of our discussions will preclude Andrews Kurth Kenyon LLP or Brownstein or any other Andrews Kurth Kenyon or Brownstein entities or lawyers from future representation of others with interests adverse to you if no lawyer -client relationship results from our discussions. Andrews Kurth Kenyon LLP is a Texas limited liability partnership. Andrews Kurth Kenyon (UK) LLP is authorized and regulated by the Solicitors Regulation Authority of England and Wales (SRA Registration No.598542). Andrews Kurth (Middle East) DMCC is registered and licensed as a Free Zone company under the rules and regulations of DMCCA. If you prefer not to receive promotional material from us, please email us at webmaster@andrewskurth.com. For further information please consult our websites www.andrewskurth.com and www.bhfs.com. Las Vegas Stadium Authority ANDREWS KURTH Page 15 L r,