Board of Selectmen Regular Meeting Materials (linked)
agenda center agenda
| Board/Commission | Board of Selectmen |
|---|---|
| Meeting Date | July 06, 2021 |
| Pages | 52 |
| File Size | 1.5 MB |
| OCR Status | Searchable (OCR processed) |
| Source URL | Original |
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Finance Department Memo To: The Board of Selectmen Fran: Rawle Dummett CC: Kim Allen Date: June 23, 2021 Re: Bid Award - Bid#21-108 Bond Counsel Services Dear Mr. Brule: Proposals for the above mentioned bid were opened on May 18, 2021 by Maryellen McConnell, Linda Geer and I with the attached results. After careful review of proposals, Hinckley, Allen & Snyder LLP best qualifies to provide these services to the town. I therefore respectfully seek the Board's approval to award the contract to Hinckley, Allen & Snyder. Ra e Dummett P, rchasing Age t, own of WaterfoB--- Hinckley, Allen & Snyder LLP. Attorneys at Law 60935967 Legal Services Proposal for: PREPARED BY: May 18, 2021 Thomas S. Marrion Hinckley, Allen & Snyder LLP 20 Church Street Hartford, CT 06103 tmarrion@hinckleyallen.com (860) 331-2660 Town of Waterford, Connecticut Request for Proposal for Bond Counsel Services RFP NO: 21-108 Hinckley, Allen & Snyder LLP. Attorneys at Law. Cover Letter May 18, 2021 VIA HAND DELIVERY Rawle Dummett Purchasing Agent Town of Waterford Finance Department 15 Rope Ferry Road Waterford, CT 06385 Re: Response to Request for Proposal for Bond Counsel Services Dear Mr. Dummett: Hinckley, Allen & Snyder LLP (“Hinckley Allen”) is pleased to respond to the Town of Waterford’s Request for Proposal to provide legal services as Bond Counsel (the “RFP”). The attached Response highlights the primary attorneys who would be responsible for providing the Town with counsel/services. Founded in 1906, Hinckley Allen is a full-service law firm providing outstanding legal counsel and in-depth industry knowledge to a wide variety of clients, including many of the region’s state and local governments and agencies, educational institutions, financial institutions, manufacturing companies, academic medical centers, hospitals, real estate developers and retail companies. We have a long history of serving as counsel to governments and public agencies in Connecticut and throughout New England at both the state and municipal levels on various matters, including public finance, pension, real estate, environmental, construction, land use and tax matters. Hinckley Allen has extensive experience representing bond issuers, and we have rendered opinions in public finance transactions involving more than $12 billion of bonds and notes since 2016. Hinckley Allen is nationally recognized for its work in public finance. Until recently, the Firm’s public finance practice had focused primarily on conduit governmental bond issues for the benefit of tax-exempt, non- profit institutions and governmental bond issues for certain state-level independent authorities. About two years ago, Hinckley Allen invested in building upon its extensive public finance practice by providing bond counsel services to states, cities, towns and other local governments. Toward that end, the Firm hired partner Jay Gonzalez and municipal public finance specialist Kimberly Kessler Bragg, for governmental borrowings. Jay and Kim, together with our tax law expert Tony Martini, collectively have close to 50 years of experience providing bond counsel services to most of the cities and towns in Massachusetts, during their time together at Palmer & Dodge LLP (now Locke Lord). Since Jay was hired, many Massachusetts cities and towns have engaged us to serve as their bond counsel, and we expect a number of others will engage us in the near future. We also were recently selected to serve as bond counsel for the Commonwealth of Massachusetts. We are highly motivated to be your bond counsel and have the experience and expertise to provide the Town with the high-quality, technical bond counsel services that you expect and deserve. Although we do not have municipal experience in Connecticut, our experience in Massachusetts is vast and we know we can be a hands-on partner who the Town’s leadership and finance team can rely on for advice and counsel. As the former Secretary of Administration and Finance for the Commonwealth, Jay knows what it is like to stand in the shoes of Town leadership and to balance the many competing needs and interests they face. Hinckley, Allen & Snyder LLP. Attorneys at Law. Cover Letter I am confident that Hinckley Allen can provide the Town with excellent service and value, and if you select us as your bond counsel, you can be confident that the Town will be a high priority and valued client of our Firm. I also hereby certify that we meet all of the minimum qualifications listed in the RFP. Thank you for your consideration, and we look forward to hearing from you. We hope you stay safe and healthy. Very truly yours, Thomas S. Marrion Partner tmarrion@hinckleyallen.com (860) 331-2660 Hinckley, Allen & Snyder LLP. Attorneys at Law. Table of Contents Table of Contents Proposal Requirements Page Background on the Firm and its Personnel ................................................................ 1 Experience and Performance .................................................................................... 13 Proposed Approach ................................................................................................... 22 Fee ............................................................................................................................ 23 Other Relevant Information ........................................................................................ 25 ꟷ References ꟷ Conflicts ꟷ Value-Add ꟷ Equal Employment Opportunity and Affirmative Action Policy ꟷ Insurance ꟷ Conclusion Appendices Appendix A: Timeline ................................................................................................. 28 Appendix B: Public Finance Group Resumes ............................................................ 30 Appendix C: Equal Employment Opportunity and Affirmative Action Policy ............... 42 Signed Form ............................................................................................................ 44 Non-Collusion Affidavit Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 1 Background on the Firm and its Personnel 1. Provide the name, telephone number and mailing address of the primary contact person from your firm for this RFP. All correspondence in connection with this RFP will be sent to that contact person. Thomas S. Marrion, Partner Office: (860) 331-2660 Mobile: (860) 989-1771 Hinckley, Allen & Snyder LLP 20 Church Street Hartford, CT 06103 2. Provide an introduction to your firm, briefly describing its history, including when it was founded, changes in ownership and location of its principal and any branch offices over time, and changes in the areas of practices engaged in by the firm. Also provide a description of the manner in which the firm is organized to facilitate coordination of the various specialists who will be performing different aspects of the work. Include a description of the organization of the firm’s public Purchasing Agent, indicating its full time legal personnel and when they first joined the department. Provide affirmation that your Firm is a firm properly licensed or otherwise permitted to provide bond counsel services in Connecticut. Hinckley Allen is a client-driven, forward-thinking law firm, and we make a simple promise to our clients: to provide value and deliver results. We collaborate across practices to deliver cost-effective, exceptional service. Hinckley Allen offers a combination of agility, responsiveness, full-service capabilities, and depth of experience because our Firm is structured to serve our clients based on their industries and how they do business. Recognized as an AmLaw 200 firm, Hinckley Allen offers pragmatic legal counsel, strategic thinking, and tireless advocacy to a diverse clientele. In addition to a wide variety of governmental clients, our clients include regional, national, and international companies and emerging businesses, both public and privately- held, in a wide range of industries. Leading utilities, financial institutions, manufacturing companies, educational institutions, academic medical centers, health care institutions, hospitals, real estate developers, and construction companies depend on us for counsel. With offices in hub cities throughout the Northeast and in Chicago, we have been a vital force for businesses, government, and our communities for many decades. Hinckley Allen's Hartford office opened in 2008 and has been named as one of the "Best Places to Work in Connecticut" by the Hartford Business Journal for the past 10 years. While we have attorneys in various states and offices, we function as a seamless team, drawing on the skills of each attorney to best meet the needs of the client regardless of where the particular attorney is located. Hinckley Allen’s office locations include: Albany 30 South Pearl Street Suite 901 Albany, NY 12207 Boston 28 State Street Boston, MA 02109 Chicago 222 West Adams Street Suite 2200 Chicago, IL 60606 Hartford 20 Church Street Hartford, CT 06103 Manchester 650 Elm Street Manchester, NH 03101 New York 1177 Avenue of the Americas, 5th Floor New York, NY 10036 Providence 100 Westminster Street Suite 1500 Providence, RI 02903 Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 2 The breadth and depth of legal specialties and experience offered by Hinckley Allen—including in public finance, litigation, real estate, environmental law, energy regulation and many others—means that we can provide the Town with any additional legal services it may request. Hinckley Allen was founded in 1906 and has stood the test of time thanks to an ability to adapt and a drive to stay ahead of the curve regarding developments and innovations within the markets and industries we serve. The Firm has always been owned by its equity partners, and the number of lawyers at the Firm, the scope of practice areas and the number of offices have grown at a steady and sustainable rate over time to meet the needs of our growing client base. A brief timeline of changes in the name of the Firm and office openings is outlined in Appendix A. Hinckley Allen is a Limited Liability Partnership, led by David J. Rubin, Managing Partner, and an Executive Committee supported by a team of administrative officers and directors. The Firm has various departments organized by general legal practice area, and some departments are composed of various practice groups. The Public Finance Group is a part of the Firm’s Corporate Department. As described in more detail below, Tom Marrion will be the primary point person and lead attorney handling this engagement for the Town. He will take responsibility for managing and coordinating all of the Town’s bond counsel work done by the members of the Public Finance team identified below. To the extent the Town requests additional legal services from Hinckley Allen, Tom will be responsible for identifying the best lawyers in the Firm to assist with the matter and for ensuring that any such additional legal services are provided effectively and efficiently for the Town. Hinckley Allen’s Public Finance practice is chaired by Tony Martini. The Firm has had an active Public Finance practice for 35 years, but it made a significant investment in growing this practice in 2015, when it added Tony Martini and Kris Moussette to the group, and again in 2019, when it hired Jay Gonzalez and Kimberly Kessler Bragg. The Firm’s Public Finance group currently has nine partners, three associates, one of counsel, two public finance specialists and one paralegal. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 3 Name Title Joined Public Finance Dept. Stephen J. Carlotti Partner 1970 Malcolm Farmer III Partner 1969 Jay Gonzalez Partner 2019 David S. Hirsch Partner 2009 Thomas S. Marrion Partner & Primary Contact 2008 Antonio D. Martini Partner, Public Finance Chair 2015 Kris A. Moussette Partner 2015 Brian E. Tierney Partner 2007 Jonathan R. Winnick Partner 2011 Joseph A. Vitale Of Counsel 2013 Shasky L. Clarke Associate 2018 Kaitlin M. Humble Associate 2019 Jessie M. Reniere Associate 2021 Kimberly K. Bragg Public Finance Specialist 2019 Patricia N. DuBois Public Finance Specialist 2016 Eneida Bennett Paralegal 2007 Hinckley Allen is properly licensed and permitted to provide bond counsel services in Connecticut. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 4 3. Provide the names and resumes of all professional members of your public finance department, including the attorney who will be primarily responsible for handling the Town's bond-related affairs, and a description of each individual’s role in providing services to the Town. The naming of such personnel shall be considered by the Town to be a commitment by the firm to assign these individuals to provide legal services to the Town if a contract is awarded to that firm. Include the number of clients currently handled by each member of this team. Our team will be led by Tom Marrion, a partner in Hinckley Allen’s Public Finance Group. Tom will serve as Hinckley Allen’s principal contact and will manage and direct all of the work performed by Hinckley Allen for the Town. He will be responsible for undertaking assignments, managing the work, communicating on the status of current matters, ensuring open and frequent communication with you and serving as a trusted counselor to the Town. He will be responsible for ensuring that Hinckley Allen continues to deliver outstanding legal services and that all of your legal needs are addressed promptly and efficiently. While the entire resources of Hinckley Allen will be made available to work on various matters for the Town, we specifically identify the proposed team of professionals listed below to be dedicated to, or available as appropriate, for your legal counsel engagements. Name Title Role Thomas S. Marrion Partner Primary Contact with Connecticut public finance experience Jay Gonzalez Partner Key support with significant city/town bond counsel experience Kris A. Moussette Partner Key support with experience as bond counsel for governmental issuers Antonio D. Martini Partner, Public Finance Chair Key tax lawyer with city/town tax experience and nationally recognized public finance lawyer Joseph A. Vitale Of Counsel Key support with Connecticut public finance experience Shasky L. Clarke Associate Key support for public finance team Kaitlin M. Humble Associate Key support for public finance team Kimberly K. Bragg Public Finance Specialist Key support for due diligence and closing transactions Patricia N. DuBois Public Finance Specialist Key support for due diligence and closing transactions Members of the Public Finance Group identified above work together in providing bond counsel services to our collective clients. Tom Marrion serves as the primary client contact for 30-40 clients in a number of industries. He is the primary contact for Hinckley Allen’s engagement as bond counsel for the State of Connecticut Health and Educational Facilities Authority. Jay Gonzalez currently has about 25 clients for which he is principally responsible, most of which are cities, towns or other governmental bond counsel clients. In addition, Kris Moussette and Tony Martini collectively represent nearly 50 other clients that are active in the public finance markets, including issuers, conduit borrowers and investment banks, offering hundreds of separate unique credits to bond investors. Not every client or obligor issues bonds on a regular basis, allowing us to focus our time and attention on a subset of these matters at any one time. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 5 In addition to the legal professionals noted above who will be primarily responsible for providing bond counsel services for the Town, the following lawyers are also members of the Firm’s Public Finance Group and available to assist as needed: • Stephen J. Carlotti, Partner • Malcolm Farmer III, Partner • David S. Hirsch, Partner • Brian E. Tierney, Partner • Jonathan R. Winnick, Partner • Jessie M. Reniere, Associate • Eneida Bennett, Paralegal Detailed resumes for each of the legal professionals who will provide bond counsel services to the Town, as well as summary resumes of the other legal professionals in the Firm’s Public Finance Group, are set forth as Appendix B. 4. Indicate whether your firm is local, regional, national or international in the scope of its practice. Identify the local office that would handle the Town engagement, including Address and phone number. Identify the partner or other individual in charge of that office. Indicate the total number of professional staff personnel currently assigned to that office. If that office is not in Waterford describe how your firm’s personnel assigned to the Town engagement would be available throughout the year for consultation or meetings. Hinckley Allen is a multiservice law firm offering a full range of legal services and practical advice to regional, national and international clients, with core practices including construction, corporate, litigation, real estate and trusts and estates. We have a nationally-recognized public finance practice. Our focus is rigorous and detail-oriented and our method of delivery is collaborative and team-focused. We provide outstanding legal counsel and in-depth industry knowledge to many of the region's state and local governments and agencies, publicly held corporations and emerging businesses, including educational institutions, financial institutions, manufacturing companies, academic medical centers, hospitals, real estate developers and construction companies. We have a long history of serving as counsel to various public agencies in Connecticut and throughout New England at both the state and municipal level on various matters including public financing projects, pension, real estate, environmental, construction, land use and tax. In 2020 alone, our Public Finance team worked on many different types of transactions for a variety of governmental and non-profit clients. Noted below are the total number of transactions we worked on in 2020 and the total dollar value of the principal amount issued in those transactions. 83 Public Finance Closings $3.4 Billion Public Finance Deal Value Hinckley Allen’s Hartford, Connecticut office will handle the engagement for the Town, with support from Public Finance team members located in our Boston, Massachusetts office. Public Finance partner Tom Marrion will lead this engagement and is located in our Hartford office. The Firm maintains its Connecticut office at 20 Church Street, Hartford, and the main phone number is (860) 725-6200. It employs 47 Connecticut residents. The Town will be a highly-valued and top-priority client of Hinckley Allen. You can be assured that we will devote our full focus and attention to the Town’s needs, and we will make ourselves available to the Town whenever our services are needed. We take pride in our hyper-responsiveness to clients’ needs, and we would certainly bring that level of responsiveness to the Town. We also commit that the lead partner, Tom Marrion, will personally be available to and responsive to the Town whenever he is needed. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 6 Hinckley Allen will, however, be more than just responsive. We will also approach our engagement with a personalized, proactive and hands-on approach. We will work closely with your team to understand your objectives and help you to achieve them; anticipate and proactively work to address potential challenges; and be an active, engaged and problem-solving partner to you in working through issues. One of the reasons Hinckley Allen is able to commit to being extremely accessible to the Town is that our office at 20 Church Street is a short drive away. This will allow us to interact and collaborate with the Town officials directly and in person for consultations and meetings. We have the capabilities and expertise of a national firm, but with the agility and responsiveness of a regional firm. That unique combination allows us to address your legal needs efficiently and cost-effectively. 5. Identify the partners, managers, specialists or other professional staff persons from that local office and from any other offices of your firm who would be assigned to the Town bond counsel services engagement. Describe their roles and provide a brief description of their professional experience, including their experience designations, licenses, and memberships that these individuals hold. Indicate the extent to which their governmental bond counsel services’ experience has been within the State of Connecticut. Indicate their participation in professional development programs in the governmental or nongovernmental bond counsel services area. If more convenient, resumes may be included in an appendix appropriately cross-referenced here. Tom Marrion will lead this engagement for the Hinckley Allen team and will be the Town’s primary contact. He has served as bond counsel, underwriters’ counsel, borrower’s counsel, and bank counsel in Connecticut, throughout the Northeast and beyond. Tom has served as special counsel outside the Firm’s Northeastern footprint to borrowers in public finance transactions. He is an active member of the National Association of Bond Lawyers (“NABL”) and has served as a panelist on several occasions at NABL’s Bond Attorneys Workshop. He is a contributing author of NABL’s recent publication Municipal Bankruptcy: A Guide for Public Finance Attorneys. He has served as underwriters’ counsel in recent State of Connecticut bond financings. Tom is also an Adjunct Professor at the University of Connecticut School of Law, where he has taught since 1992, and he has written and lectured extensively on health law, public finance and business law topics. Tom received his A.B. from the College of the Holy Cross, and his J.D., with honors, from the University of Connecticut School of Law. Joseph Vitale is Of Counsel to Hinckley Allen. Joe has acted as counsel in tax-exempt financings since 1985 and has served as Bond Counsel for State of Connecticut financings, the Metropolitan District, the Cities of Waterbury and New Britain and a number of other municipalities, as well as underwriters’ counsel on State and municipal financings in Connecticut. His practice also includes the representation of healthcare providers, as well as underwriters and other financial institutions. Joe received his A.B., summa cum laude, from Boston College, and his J.D. from Georgetown University Law Center. Jay Gonzalez has more than 20 years of public and private sector leadership and legal experience, including executive leadership roles in state government and health care and as a law firm partner. He also has a history of political and civic engagement, including as the most recent Democratic Party nominee for Governor of Massachusetts. Jay began his career in Boston as a public finance lawyer at Palmer & Dodge LLP, where he became a partner in that firm’s Public Finance Department. In that role, Jay served as bond counsel to governmental entities in financing and developing capital projects and other government programs. His bond counsel clients included, among others, the City of Boston and most of the other cities and towns in Massachusetts, the Massachusetts Clean Water Trust, the Lynn Water Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 7 and Sewer Commission and the New Hampshire Bond Bank. Jay subsequently served as the Secretary of Administration and Finance for the Commonwealth of Massachusetts under Governor Deval Patrick. In that role, Jay successfully managed a $32 billion state budget during the “Great Recession” and oversaw over 3,000 employees in 18 state agencies including the Department of Revenue and agencies responsible for state facilities, human resources, information technology, procurements, and other administrative functions. As Secretary of Administration and Finance, Jay also served on various state boards and commissions, including as chair of the boards of the Health Connector and the Life Sciences Center. Following his time in the Patrick Administration and prior to his gubernatorial campaign, Jay served as the President and Chief Executive Officer of CeltiCare Health Plan of Massachusetts and New Hampshire Healthy Families. In these roles, he led all aspects of a government-subsidized health insurance business for the Massachusetts and New Hampshire subsidiaries of Centene Corporation and oversaw a period of significant growth for the regional business. Jay received his B.A., cum laude, from Dartmouth College, and his J.D., cum laude, from Georgetown University Law Center. Kris Moussette is involved in all aspects of public finance, including the structuring and facilitating of a variety of tax-exempt bond transactions, disclosure, bank loans, standby credit facilities, liquidity facilities and interest rate hedge agreements. She serves as outside general counsel to the Business Finance Authority of the State of New Hampshire (“BFA”), the New Hampshire National Finance Authority (“NFA”) and Vermont Economic Development Authority (“VEDA”) and was outside general counsel to the Health and Educational Finance Authority (“HEFA”) until its merger into the Massachusetts Development Finance Agency (“MassDevelopment”) in 2010. She serves as bond counsel, disclosure counsel, borrower's counsel, underwriters’ counsel, bank counsel, and issuer's counsel. Kris’s public finance roots started at Palmer & Dodge LLP in 1997. She joined the Hinckley Allen Public Finance Group in 2015. She has significant experience in municipal financings, including as bond counsel and disclosure counsel for the Massachusetts Clean Water Trust, disclosure counsel and underwriters’ counsel for the Massachusetts Water Resources Authority (“MWRA”), disclosure counsel and underwriters’ counsel for the Massachusetts Port Authority, disclosure counsel and bond counsel for University of Massachusetts Building Authority (“UMBA”), bond counsel to the University of Massachusetts, bond counsel for the Massachusetts State College Building Authority, underwriters’ counsel for the Massachusetts School Building Authority, borrower’s counsel on Rhode Island Clean Water financings, bond counsel for Rhode Island Infrastructure Bank, and bond counsel for the Southfield Redevelopment Corporation, among others. In addition, Kris has represented the Commonwealth of Massachusetts in connection with its infrastructure development program known as “I-Cubed”. Her public finance work also includes debt issuances to support 501(c)(3) organizations, such as public and private colleges and universities, secondary schools, hospitals, health care systems, cultural institutions such as museums, and other charitable organizations. Kris serves as bond counsel to the Connecticut Health and Education Finance Authority (“CHEFA”), Rhode Island Health and Education Building Corporation (“RIHEBC”), Finance Authority of Maine (“FAME”), MassDevelopment, BFA, VEDA and NFA. Kris has drafted legislation for state and local issuers and represents bond purchasers on transactions throughout the United States. She is experienced with the issuance of “green bonds” and “sustainability bonds”. Kris received her B.A., magna cum laude, from Colby College and her J.D. from Boston College Law School. Kris is the Chair of the Board and is on the Executive Committee of the ALS Association, Massachusetts Chapter, and is on the Board of the Women in Public Finance, Boston Chapter. Kris is on the faculty and a panel chair for the National Association of Bond Lawyers and is a panelist for the Treasury Institute. At Hinckley Allen, Kris is a member of the Firm’s Strategic Planning Committee and the Firm’s Women’s Forum Leadership Group. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 8 Tony Martini will take the lead on handling all of the tax-related work for the Town’s bond issues. Tony is the Chair of the Firm’s Public Finance Practice Group and the leader of the Firm’s Public Finance tax practice, and he offers premier, unsurpassed, nationally- recognized tax expertise in tax-exempt financings. Tony focuses his practice on municipal finance-related federal tax law, with an emphasis on tax-exempt governmental facilities financings, qualified 501(c)(3), exempt facility and qualified small issue and other private activity bond financings, tax revenue anticipation and other working capital financings, advance refunding structures and tax-exempt substitutes, interest rate swap and other municipal finance-related derivative products, defense of IRS bond examinations, as well as taxable bond and tax credit bond financings for state and local governments and other eligible borrowers. He has considerable experience with and insight into the full range of arbitrage and private activity bond considerations that affect governmental bond issuers. Tony started his career at Orrick, Herrington and Sutcliffe, LLP in California in 1992 before joining Palmer & Dodge LLP in 1998 and subsequently joining Hinckley Allen as a partner in 2015. Tony also has handled general federal corporate taxation matters and has extensive bond-related tax controversy experience handling IRS audits of tax-exempt bonds and in the negotiation of closing agreements with the IRS through its Voluntary Closing Agreement Program (“VCAP”). He is a regular speaker and panelist on federal tax law issues at the tax seminars and Bond Attorneys’ Workshops presented by NABL. From 2002 to 2003, he served as Editor-in-Chief of NABL’s treatise, Federal Taxation of Municipal Bonds. In addition, he served as Chair of NABL’s 2008 Tax and Securities Law Institute and served on NABL’s Board of Directors from 2009 to 2016. Tony served as President of NABL from 2014- 2015. He is also a Fellow of the American College of Bond Counsel and has been recognized for his expertise and experience by Best Lawyers in America® and Chambers USA. Tony received his B.A., summa cum laude, from Union College, and his J.D. from Columbia Law School, where he served as an editor of the Columbia Law Review. Shasky Clarke joined Hinckley Allen’s Public Finance practice in September 2018, after having been a summer associate with the Firm in 2017. He has worked on a variety of transactions, including work for governmental borrowers who issue general obligation debt, special obligation bond issues, competitive and negotiated transactions and providing bond counsel, underwriters’ counsel and borrower’s counsel services. Shasky will be the primary associate assigned to support Hinckley Allen’s work for the Town. He has provided bond counsel services for CHEFA, MassDevelopment, RIHEBC and VEDA. While at Harvard Law School, Shasky worked as a legal intern with the Nashville Predators and worked on the Journal of Sports and Entertainment. Shasky received his B.A. from Yale University and his J.D. from Harvard Law School. Kaitlin Humble is an Associate in Hinckley Allen’s Corporate & Business practice group. In her practice, Kaitlin advises clients on a wide variety of corporate and business law topics, including corporate finance and taxation, corporate governance, mergers and acquisitions, securities regulation, bankruptcy and corporate restructuring, and commercial real estate transactions. Kaitlin has worked with the Hinckley Allen Public Finance team on transactions in Connecticut and elsewhere in New England. Prior to attending law school, Kaitlin worked for an international consulting firm based in Washington, DC, where she supported financial industry professionals in providing expert witness services for litigation, arbitration and mediation matters for corporate clients. She received her B.A. from Johns Hopkins University and her J.D. from the University of Notre Dame Law School. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 9 Kim Bragg, Public Finance Specialist, has more than 15 years of public finance experience. She assists attorneys with providing bond counsel services to governmental borrowers throughout New England. Her experience includes assisting with all aspects of public financings from reviewing diligence materials, preparing official statements, drafting closing documents and assisting with closing and post-closing matters. Kim received her M.S. from Simmons University, her Paralegal Studies Certificate from Northeastern University and her B.A. from Bates College. Patty DuBois, Public Finance Specialist, will support Hinckley Allen’s work in coordinating the various parties and documentation required to close bond transactions for the Town. Patty brings comprehensive experience managing and closing public and private fixed-income transactions for a variety of issuers and borrowers in the Northeast region. Prior to joining Hinckley Allen in 2016, Patty spent 16 years in the public finance groups at both Palmer & Dodge LLP and Mintz Levin. Patty is highly experienced in conducting due diligence and closing transactions. Patty received her B.A., magna cum laude, from Pace University. Detailed resumes for each of the legal professionals who will provide bond counsel services to the Town, as well as summary resumes of the other legal professionals in the Firm’s Public Finance Group, are set forth as Appendix B. 6. Indicate whether your firm has been the subject of any professional disciplinary action by federal, state government or by a professional association. If yes, describe that disciplinary action. None. 7. Identify the larger bond counsel services clients handled by that local office, including commercial and industrial companies, non-profit organizations and governmental units (current of within the past five years). For governmental clients, please indicate how many years your firm has been providing bond counsel services to each client. The Hinckley Allen public finance team has served as bond counsel on billions of dollars of general obligation and special obligation bond issues for the Commonwealth of Massachusetts and for the States of Rhode Island, Vermont and New Hampshire. We also have years of experience serving as bond counsel to hundreds of municipal and other governmental borrowers throughout New England on thousands of bond and note issues with security and financing structures similar to the Town’s. A sampling of our experience as bond counsel, general or special counsel, or underwriters’ counsel for large governmental entities includes: • Hinckley Allen has served as bond counsel to the Connecticut Health and Educational Facilities Authority (“CHEFA”) since 2016 and our Public Finance Team has handled revenue bond transactions totaling over $200,000,000 for CHEFA since 2017. • Hinckley Allen served from 2013 to 2020 as co-bond counsel to the Connecticut Metropolitan District (“MDC”) which, as the Connecticut Clean Water Fund’s largest borrower, has borrowed extensively from both the State’s Clean Water fund for the MDC’s clean water project and from the State’s Drinking Water fund for its other capital improvement projects. Our lawyers served as co- bond counsel on over $1.5 billion of Metropolitan District bonds and notes and have represented borrowers from the Clean Water Fund since 1997. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 10 • We were recently selected to serve as bond counsel to the Commonwealth of Massachusetts and are currently serving as bond counsel on a $600 million bond issue. • We previously served as bond counsel to the State of Rhode Island until 2017. We served as bond counsel on nine separate financings for the State of Rhode Island, including tax-exempt bond issuances, taxable bond issuances and tax anticipation notes. The total par amount of such issuances was approximately $950,000,000. In our capacity as bond counsel to the State of Rhode Island, we also regularly advised on legislation and voter referendums for future bond financings. We worked closely with various state officials, including the Governor, Treasurer and State Budget Officer. • The Hinckley Allen team consistently represents underwriters for governmental issuer transactions. Most recently, Kris Moussette served as underwriters’ counsel in connection with the $405,530,000 Massachusetts Port Authority Revenue Bonds, Series 2021-D (Non-AMT) and 2021-E (AMT), which were issued on March 24, 2021. One month prior, Kris served as underwriters’ counsel in connection with the $287,270,000 Massachusetts Port Authority Revenue Refunding Bonds, Series 2021-A (Non-AMT), 2021-B (AMT) and 2021-C (Taxable), which were issued on February 3, 2021. • Kris Moussette, Tony Martini and Jay Gonzalez have a long history as serving as the go-to bond counsel for the Business Finance Authority of the State of New Hampshire (“BFA”) while at Hinckley Allen and their prior firms, providing bond counsel, special tax counsel, and issuer counsel services. In 2019 and 2020, we assisted the BFA with two sale-leaseback transactions partially secured with state of New Hampshire guarantees, which provide the BFA with lease payment revenue and a lower cost of lending and borrowing, generating enterprise within the state. We also represented the BFA in connection with the restructuring of its taxable bonds, the proceeds of which it uses to fund its loan program. • Hinckley Allen is nationally recognized for its work in public finance and has extensive experience serving as bond counsel for governmental bond issuers in Connecticut and throughout New England. Prior to 2019, the Firm’s robust public finance practice had focused primarily on conduit governmental bond issues for the benefit of tax-exempt, non-profit institutions and governmental bond issues for certain state-level independent authorities, offering hundreds of separate unique credits to bond investors. The governmental entities acting as conduit issuers for whom we provide bond counsel services include CHEFA, BFA, Massachusetts Development Finance Agency, National Finance Authority (“NFA”) (which is a component unit of the BFA), Rhode Island Health and Education Building Corporation (“RIHEBC”), and Vermont Economic Development Authority (“VEDA”). • In 2020 following an RFP process, the Rhode Island Infrastructure Bank (“RIIB”) engaged Hinckley Allen as its sole bond counsel. Since the start of the engagement, we have rendered bond counsel opinions with respect to the $12,765,000 Rhode Island Infrastructure Bank Municipal Road and Bridge Revolving Fund Revenue Bonds, Series 2020 A issued April 22, 2020 and the $13,970,000 Rhode Island Infrastructure Bank Efficient Buildings Fund Revenue Bonds, Series 2020 A (Green Bonds) issued October 29, 2020, and currently are working with the RIIB and its financial advisors in collaboration with regulatory authorities to overhaul its indenture frameworks to provide for a streamlined structure. • Following an RFP process in 2019, the Massachusetts State College Building Authority (“MSCBA”) engaged Hinckley Allen as its sole bond counsel. The MSCBA finances dormitories, student life and other facilities at the state university and community college campuses. Since being engaged, we have served as bond counsel on two large taxable advance refunding bond issues and have assisted the MSCBA with a variety of other debt-related matters, including state law and federal tax law compliance matters relating to the sale of property financed with tax-exempt bonds. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 11 The following is a representative list of governmental bond issuers for which the members of the Hinckley Allen team have served as bond counsel over the last 20+ years: • State of Connecticut Health and Educational Facilities Authority • Connecticut Metropolitan District • The City of Boston and virtually every other city and town in Massachusetts • Virtually every other municipal issuer in Massachusetts, including regional transit authorities and regional school districts • The Commonwealth of Massachusetts and the states of Vermont, New Hampshire, Maine and Rhode Island • Massachusetts Clean Water Trust • Massachusetts Convention Center Authority • Massachusetts Steamship Authority • MassHousing • University of Massachusetts Building Authority • Massachusetts State College Building Authority • Vermont Economic Development Authority • Vermont Public Power Supply Authority • Many special purpose governmental entities with bond financing authority, such as the Lynn Water and Sewer Commission, the Nantucket Land Bank and the Southfield Redevelopment Authority (formerly South Shore Tri-Town Development Corporation) • MassDevelopment (and the former Health and Educational Finance Authority) • MassDOT (formerly Massachusetts Turnpike Authority) • New Hampshire Bond Bank • New Hampshire Business Finance Authority • New Hampshire’s Pease Development Authority • Rhode Island Health and Education Building Corporation • Rhode Island Infrastructure Bank • Rhode Island Student Loan Authority • Finance Authority of Maine 8. Identify any municipal governments that are comparable in size to the Town for which your firm currently provides bond counsel services of type of similar to that outlined in this request for proposals. Hinckley Allen’s Joseph Vitale has served as bond counsel to the City of Waterbury and City of New Britain. Among other transactions, he acted as lead counsel on the City of Waterbury's $97,465,000 deficit financing bonds, secured by a special capital reserve fund (“SCARF”) and a tax revenue intercept, to finance the City's accumulated operating deficit. Since investing in growing our state and local government bond counsel practice a couple of years ago, Hinckley Allen now represents close to 20 municipal governments in Massachusetts as bond counsel, including cities, towns and a redevelopment authority. In the last year, we have served as bond counsel on over 50 bond and note issues for these entities, virtually all of which were general obligation issues. These municipal bond and note issues included new money and refunding issues, competitively sold and negotiated deals, tax-exempt and taxable transactions, privately placed and publicly offered issues, and general obligation and special obligation security structures. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 12 The following is a list of Hinckley Allen’s municipal bond counsel clients, all of which are new clients of the Firm since the summer of 2019 after Jay Gonzalez joined the Firm: Cities: • City of Chelsea, Massachusetts • City of Easthampton, Massachusetts • City of Haverhill, Massachusetts • City of Lawrence, Massachusetts • City of Lynn, Massachusetts • City of Medford, Massachusetts • City of Melrose, Massachusetts • City of Northampton, Massachusetts • City of Revere, Massachusetts • City of Salem, Massachusetts Towns: • Town of Acton, Massachusetts • Town of Brookline, Massachusetts • Town of Medfield, Massachusetts • Town of North Andover, Massachusetts • Town of Watertown, Massachusetts • Town of Winchester, Massachusetts • Town of Winthrop, Massachusetts Based on conversations with certain other cities and towns, the Firm expects to have additional municipal bond counsel clients in the near future. In addition, Hinckley Allen is currently serving, for the first time, as bond counsel to the Commonwealth of Massachusetts on a $600 million bond issue. 9. Describe your firm’s professional development programs and any continuing professional education requirements imposed by your firm on professional bond counsel services personnel. Identify specialized programs offered within your firm in the area of governmental bond counsel services. The Hinckley Allen Public Finance Group is diligent about ensuring we stay abreast of statutory and regulatory developments that affect our clients and our public finance practice, and we engage in various professional development activities to ensure we are aware of public finance industry developments and best practices. For example, all of the lawyers on the Town’s bond counsel team are current members of NABL who regularly attend its excellent in-person and virtual educational seminars and conferences. NABL distributes many educational and reference resources as a part of these educational offerings. Our Public Finance Group also attends other relevant industry conferences, such as GFOA events. We all subscribe to and regularly read the Bond Buyer, and our Public Finance Group meets regularly to share our learnings with each other. As we learn of any proposed or enacted federal or state legislation or regulations relating to municipal bonds that could impact the Town, we would be sure to make the Town aware of such provisions and, to the extent necessary, assist the Town in complying with them. Depending on the nature of the legislation or regulations, we might make you aware of such changes through an alert or bulletin sent to all of our municipal bond counsel clients or through a direct communication to Town leadership regarding the changes in law. When necessary, we would engage with Town officials to ensure the Town understands the changes in law and to help the Town comply with them. Hinckley, Allen & Snyder LLP. Attorneys at Law. Page | 13 Experience and Performance 1. Identify the lawyers in your firm whose primary specialty consists of representing municipalities in connection with the issuance of municipal bonds and state the percentage of time each of them has spent representing municipalities in connection with the issuance of municipal bonds in each of the last three calendar years. The Hinckley Allen team has substantial experience representing municipalities in connection with the issuance of municipal bonds. Now more than ever, our team is focused on municipal bond counsel services with the addition of Jay Gonzalez. Jay currently spends about 80% of his time serving as bond counsel for cities and towns. Jay was previously a partner at Edwards Angell Palmer & Dodge (together with Tony Martini, Kris Moussette, Kim Bragg and Patty DuBois) where he specialized in serving as bond counsel to hundreds of cities, towns and other local governments throughout New England, including the City of Boston. He also has the perspective of a government issuer, having previously served as the Secretary of Administration and Finance for the Commonwealth of Massachusetts, where he successfully managed a $32 billion state budget through the Great Recession, and oversaw the State’s investments and capital borrowing program. Jay’s experience in this role allows our team to understand the Town’s perspective and the challenges you face, and it allows us to serve as a strategic resource and advisor in a way that other firms cannot. Jay just returned to the practice of law after spending the last few years in public and private sector leadership positions and, most recently, as the Democratic nominee for Governor of Massachusetts. Tony Martini has provided bond counsel services to each of the New England states and to hundreds of cities, towns and other local governments throughout New England. His experience extends as well to numerous other governmental issuers throughout New England, and in New York, Florida and California. No other bond tax counsel in New England can offer this remarkable depth of field. In the last three calendar years, Tony has spent approximately 20-25% of his time representing municipalities on federal tax law matters in connection with the issuance of tax-exempt municipal bonds; over the same period, virtually all of Tony’s other time has been devoted to advising other governmental entities on the federal tax law rules governing tax-exempt bonds. Tom Marrion has served as bond counsel, borrower’s counsel, bank counsel, and underwriter’s counsel in numerous transactions throughout New England and New York, including transactions with CHEFA, the State of Connecticut, New Hampshire Health and Education Facilities Authority (“NHHEFA”), the Metropolitan District Commission, the Vermont Housing Finance Agency and the Vermont Economic Development Agency. In the last three calendar years, Tom spent 35-40% of his time in public finance transactions. In the past three years, Joseph Vitale has represented the Metropolitan District Commission as bond counsel for multiple bond issues. Kris Moussette has served in a variety of capacities, mostly as bond counsel and as disclosure counsel, to virtually every institutional governmental issuer in Massachusetts as well as to conduit issuers and borrowers throughout New England, including CHEFA, the State of Rhode Island, RIHEBC, MassHEFA, MassDevelopment, t