Legal Services

Introduction:

THA is seeking proposals for legal services to be provided on an as needed and/or recurring basis.Contracts will be for an initial one-year term with optional annual renewals.

Schedule:

Scope of Work:

On a project-by-project basis, THA and CONTRACTOR may execute a Letter of Engagement. All Letters of Engagement shall set the specific scope of work with compensation for each project.

Specific tasks may include, but need not be limited to:

1. Development
   • Consultation, options-based legal advice, document drafting and review, and negotiation regarding Land Purchases and Sales.
   • Consultation and options-based legal advice regarding federal and state laws that govern low-income public housing; HOPE VI mixed-financing projects; New Market Tax Credits (NMTC); Choice Neighborhoods (CN); Sustainable Community Incentives (SCI); federal, state, and local laws and regulations regarding affordable housing development; safe harbor regulations; state and federal low income housing tax credit (“LIHTC”) programs; and multi-family revenue tax-exempt bonds. Specific tasks within this category may include:
     1. Reviewing all relevant HOPE VI, NMTC, CN, SCI and/or LIHTC related documents and applicable regulations, handbooks and guidebooks;
     2. Providing consultation on HUD’s demolition and disposition process;
     3. Providing consultation and options-based legal advice on project financing, project development and management, and applicable statutory, regulatory and policy requirements;
     4. Preparing and/or advising THA in the preparation of evidentiary submissions to the U.S. Department of Housing and Urban Development (“HUD”), the State of Washington, and the City of Tacoma;
     5. Participating in project team meetings, Board of Commissioner meetings, resident council meetings, Community Task Force meetings, and other community meetings;
     6. Tax credit counsel. Provide consultation, options-based legal advice, document drafting and review, and negotiations regarding the preparation of  equity investor solicitation materials and the evaluation of tax credit financing proposals from equity investors. This may include assistance with the negotiation (if required) and preparation of the initial partnership agreements, a predevelopment loan agreement, assignment agreements, a development services agreement and authorizing resolutions; advice and counsel in connection with any special tax advice; evaluations of related partnership documents (including review and modification of the partnership agreement and related documents to reflect THA requirements); drafting of other documents required to comply with federal securities laws; providing documentation necessary for rendering of enforceability opinion; and rendering of enforceability opinion.
   • Consultation and options-based legal advice  regarding, but not limited to, project financing; project development and management; and applicable statutory, regulatory and policy requirements.
   • Drafting, reviewing, and making recommendations on mixed-finance proposals and associated evidentiary documents, including but not limited to the following:
     7. Ground Lease: A legal document that (1) obligates the owner of the mixed-finance project to develop, operate, and maintain the public housing units in the project as public housing for the term of the low-income use restrictions; and (2) ensures that the terms of the ground lease are consistent with federal public housing requirements;
     8. Regulatory and Operating Agreement: A legal document that (1) governs the use and operation of the public housing units in the mixed finance project; (2) establishes the methodology for THA’s provision of operating subsidy on behalf of the public housing units; (3) provides for the establishment and replenishment of project reserves; and (4) describes the agreed-upon method for dealing with operating deficits in the project and any future reduction in operating subsidy Congress may pass. The Regulatory and Operating Agreement obligates the owner of the project to operate and maintain the public housing units as public housing for the long term of the low-income restrictions (40 years) and prohibits a disposition of the project during the term of those restrictions without HUD approval;
     9. Declaration of Restrictive Covenants: A document that is entered into between THA and the owner of the mixed-finance project and which is recorded in the appropriate land records. This document defines the terms for the provision of public housing on-site and cites low-income use restrictions;
     10. Management Agreement: An agreement between the owner of the project and its management agent that governs the management and operations of the project, including the use of a site-based waiting list and local preferences;
     11. Developer Agreement: An agreement between THA and its proposed developer. This document establishes the duties and responsibilities of the parties, the allocation of expenses and risks, provides guarantees, describes the proposed ownership structure and THA’s role, if any, in the ownership of the project, as well as the compensation to be paid by the THA to the developer;
     12. Partnership Agreement: An agreement to establish a limited partnership consisting of a general partner that will control the development and operation of the project, and one or more limited partners that will contribute capital to assist in financing the project but, who are not responsible for the day-to-day activities of the partnership.
   • Assisting with preparing application(s) for allocations of tax-exempt (volume cap) bond authority. Advise and assist with formulating and executing a debt-financing plan and in bond financing law. Bond counsel services in connection with bonds to be issued for projects, including drafting of authorizing resolution, trust indenture (if applicable), loan agreement, regulatory agreement and other bond documents, reviewing security documents and relevant portions of offering documents (if applicable), disclosure agreements (if applicable), analysis of federal tax issues and state law issues, and rendering approving legal opinion regarding enforceability and tax-exempt status of bonds and, if necessary, a supplemental opinion or opinions.
   • As needed, reviewing and making recommendations on any new Agreements between THA and the City of Tacoma, Developers and/or Contractors.
   • Consultation, options-based legal advice, and representation regarding land use and zoning matters applicable to its housing development.
   • Assisting with acquisitions, including foreclosed properties.
2. Procurement and Contracting
   • Consultation and options-based legal advice on state and federal laws pertaining to THA’s procurement of a wide variety of goods and services.
   • Drafting and reviewing procurement documents and policies.
   • Consultation, options-based legal advice, and representation in procurement disputes.
3. Human Resources
   • Consultation and options-based legal advice regarding on the full range of human resources activities and issues, including but not limited to the following:
     • Recruitment and hiring;
     • Terms and conditions of employment;
     • Employment benefits;
     • Discipline and separation;
     • Compliance with pertinent laws and regulations, including those pertaining to civil rights, wage and hour, and benefits.
     • Representation in employment-related disputes.
4. Labor Relations
   • THA’s staff are represented by two labor unions, each with its own collective bargaining agreement. The successful respondent legal firms will be equipped to advise on the full range of labor relations activities and issues, including but not limited to the following:
     • Collective bargaining;
     • Interpretation and management of collective bargaining agreements;
     • Union grievances and filings with governmental organizations overseeing labor relations; and
     • Representation in disputes.
5. Tenant Unlawful Detainer Matters
   Review draft notices for legal sufficiency and compliance with federal, state, and local law;
   • Provide consultation and options-based advice regarding specific matters;
   • Prepare, serve, and file documents (including the summons and complaint) for unlawful detainer proceedings in superior court;
   • Perform all required actions from initiation of an unlawful detainer action to final disposition, including responding to motions and demurrers, responding to and promulgating discovery; performing any necessary research and drafting of court documents, and appearing in court on behalf of THA.
   • Provide regular status reports to the THA.
   • Perform related tasks as needed.

Proposal Requirements:

For the proposals to be considered responsive, vendors should submit the following with their bid packet:

• Cover Letter
• Company Profile and Qualifications
• Completed Contractor/Vendor Intake Form – Exhibit C
• OMWBE Certification if applicable
• MWBE Self Attestation if applicable

Evaluation Criteria:

Proprietary Proposal Material:

Any records or materials submitted to THA are public records under Washington State law and subject to public disclosure (see RCW Chapter 42.56, the Public Disclosure Act at https://apps.leg.wa.gov/rcw/default.aspx?cite=42.56.

Exhibits to RFP:

• Exhibit A: Contractor/Vendor Intake Form
• Exhibit B: MWBE Self Attestation Form
• Exhibit C: THA Insurance Requirements
• Exhibit D: THA Sample Contract