Cox_Castle_Response.pdf

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REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page of

August 2, 2022

Pursuant to A.A.C. R2-7-C315, the Arizona State Retirement System (ASRS) hereby requests a Best and Final Offer from your company. This represents an opportunity to officially amend your original Offer with changes that would make the Offer more competitive.

1. Using Attachment A: Offer and Acceptance included in this document, indicate which services you are offering, sign and resubmit.

2. Using Attachment B: Exceptions included in this document, indicate the negotiated exceptions that will replace the language in the original Solicitation documents. ASRS requests Offeror submit only those exceptions that ASRS has indicated it can agree to consider as part of negotiation discussions.

Submissions of exceptions not agreed upon during negotiation discussions may impact evaluation of the Offer.

3. Using Attachment C: Pricing Schedule included in this document, present your company’s best and final pricing for any and all items.

4. As a follow up to the ASRS Determination on Confidential Information, when uploading your Offer documents ensure the confidential box is checked for any documents that were determined to be confidential; ensure that the confidential box is not checked for any documents that were determined not to be confidential.

5. In APP, on the Items (F) tab, a Unit price of $1.00 must be entered and saved.

6. If you wish to make any revisions to your original Offer, include the changes in your response to this request. In order to make any such changes, in the Suppliers Documents section, remove the original attachment(s) that require changes, and then add the new, revised attachment.

Your response to this request will supersede any previous Offers or discussions. If you do not respond to an item, your original Offer will be considered your final Offer.

All Offerors must select one of the following:

Offeror is not submitting any revisions. Offeror understands that the original response will be considered the final Offer.

Offeror is submitting the following revised attachment(s), in its entirety, with this form as part of the Best and Final Offer. (List all documents, identifying the revised sections, below)

Attachment B: Exceptions Attachment C: Pricing Schedule Supplemental Information: Organizational Chart Supplemental Information: Audit Reports Supplemental Information: Disaster Recovery Plan Supplemental Information: Information on Insurance Rating

REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

Cox, Castle & Nicholson LLP

Company Name Signature of Person Authorized to Sign

August 4, 2022 Elizabeth A. Willes Date Printed Name

This document must be completed and submitted, along with any other Best and Final Offer documents, in APP.

In order to ensure your Best and Final Offer will be considered, it must be submitted in the APP system no later than 12:00 P.M. (MST), August 5, 2022 unless otherwise subsequently communicated by ASRS in the APP Discussion Forum. After a final Offer is received, it is extremely difficult to change it; therefore, if you need clarification on any item, please do not hesitate to send a message through the APP Discussions with Buyer tab before submitting the Offer.

**IMPORTANT NOTES AND REMINDERS REGARDING SUBMISSION IN APP

All Attachments should be uploaded in the APP system via the Your Offer Infos & Docs tab by going to the Supplier Documents section and selecting “Add Document”. Always select document type “Supplier Technical Document.”

Items that are not confidential should be uploaded and the “Confidential” box should not be checked.

On the Items (F) tab, a Unit price of $1.00 must be entered and saved.

Online tutorials and quick reference guides for using APP are accessible from the APP website at https://spo.az.gov/suppliers/app-support/quick-reference-guides , including links to “Submitting a Best and Final Offer”. For technical questions regarding the system, the APP helpdesk staff is available to assist by telephone at 602-542-7600 or by email at app@azdoa.gov. Due to a fluctuating volume of calls and emails, allow at least 24 hours to receive a response.

https://spo.az.gov/suppliers/app-support/quick-reference-guides

BEST AND FINAL OFFER

ATTACHMENT A: Offer and Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

CERTIFICATION: By signature in the section above, the Offeror certifies it:

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order 2009-9 or A.R.S. §§ 41−1461 through 1465.

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted Offer. Failure to provide a valid signature affirming the stipulations required by this clause shall result in rejection of the Offer. Signing the Offer with a false statement shall void the Offer, any resulting contract and may be subject to legal remedies provided by law.

3. Is not debarred by, or otherwise prohibited from participating in any publically-funded contract awarded by any Federal, State or local jurisdiction.

4. Is lawfully authorized to conduct business in Arizona or has no impediments to conduct business in Arizona.

5. Does not participate in, and agrees not to participate in during the term of the Contract, a boycott of goods or services from the state of Israel in accordance with A.R.S. §35-393 and §35-393.01. This certification does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued pursuant to that section in accordance with A.R.S. §35-393.03.

TO THE ARIZONA STATE RETIREMENT SYSTEM (ASRS): The Undersigned hereby offers and agrees to provide investment legal consulting services in compliance with the Scope of Work, Special and Uniform Terms and Conditions, Instructions to Offerors, Attachments (Response Forms), Solicitation or Contract Amendments, and Offeror’s Best and Final Offer as accepted by ASRS, as part of the Solicitation.

The Offer and Acceptance form within the Solicitation shall be submitted with the Offer in the State’s eProcurement system and shall include a signature by a person authorized to sign the Offer. The signature shall signify the Offeror’s intent to be bound by the Offer and the terms of the Solicitation and that the information provided is true, accurate and complete. Failure to submit verifiable evidence of an intent to be bound, such as a signature, shall result in rejection of the Offer.

Cox, Castle & Nicholson LLP

Company Name Signature of Person Authorized to Sign Offer

2029 Century Park East, 21st Floor

Elizabeth A. Willes, Partner

Address Printed Name and Title

Los Angeles, California 90067

Amy Wells, Partner or Elizabeth Willes, Partner

City State Zip Contact Name and Title

95-2547124

310-284-2200; awells@coxcastle.com or ewilles@coxcastle.com

Federal tax identifier (EIN or SSN) Contact Phone and Email Address mailto:awells@coxcastle.com

ATTACHMENT A: Offer and Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

ACCEPTANCE OF OFFER BY ASRS: The Offer is hereby accepted. The Offeror is now bound (as Contractor) to carry out the Work outlined in the Contract and based upon the Solicitation.

Contract No. ________________________________________________________________________

The effective date of the Contract is ____________________________________________________

Awarded this _______ day of __________ 20 ______________

ASRS Signature

ASRS Name

ASRS Title

Note: The Contractor is cautioned not to commence any billable work or to provide any service under this Contract until Contractor receives a purchase order, contract release document or written notice to proceed.

ATTACHMENT B: Exceptions ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

Indicate below any exceptions taken to the requirements or terms contained in this Solicitation. Provide both an explanation for the exception and Offeror’s recommended alternative language.

Certain exceptions may have a negative impact on the evaluation of the Offeror’s proposal. As indicated in the Instructions to Offerors, Section 6.4 (Consideration of Exceptions) “. . . if an Offer is conditioned on exceptions to the Scope of Work and Terms and Conditions, the Offer may be determined to be not susceptible for award and rejected . . .”

Please indicate as appropriate:

☐ TAKES NO EXCEPTIONS

☒ TAKES EXCEPTIONS TO THE FOLLOWING:

Identify the section of the Scope of Work or the Special or Uniform Terms and Conditions of the Solicitation, and any Attachments. Identify the clause name and number (where applicable), provide the reason for the exception, and propose requested alternative language by restating and redlining the clause. Copy and paste a new row for each new exception.

Section /

Paragraph or Exhibit Reference

Solicitation Language (Copy and Paste from Solicitation) Proposed Changes / Alternate Language

Special Terms and Conditions, Section 7.7, Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The ASRS in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency

Add the following after “Insurers shall have an “A.M.

Best” rating of not less than A- VII”: “or equivalent financial strength.”

See attachment “ASRS RFP Supplemental Information on Insurance Rating” for explanation.

Enter Solicitation Section.

Paste language here.

Enter redline.

Explanation

Enter Solicitation Section.

Paste language here.

Enter redline.

Explanation

ATTACHMENT C: Pricing Schedule ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

The ASRS reserves the right to select the pricing method that is most advantageous to the ASRS based on the prices submitted below.

The ASRS, at its discretion, may award contracts for all or any portion of the services for which an Offeror has provided a response.

Offeror must complete the Items tab in APP by entering $1 in the Unit Price field. Failure to do this may prevent the Offer from being awarded by the ASRS through APP.

1. Hourly Fees*

State pricing below for the services described in the Scope of Work. Pricing should be provided as an hourly billable rate.

In addition to Offeror's key personnel assigned under a Contract, ASRS assumes a complement of Offeror staff may also be assigned to and work on a task or service requested by ASRS. Offeror should categorize staff by general titles/classifications and then provide the maximum (highest) hourly rate within that category that Offeror is proposing to invoice the ASRS. While Offeror may bill ASRS less than the max rate in any category of staff, it may not bill more than the rate listed on this Pricing Schedule.

Example:

RATE/POSITION/TITLE

MAX HOURLY

RATE

YEAR 1

GUARANTEE

3 YR

GUARANTEE

MAX HOURLY

RATE

5 YR

GUARANTEE

Partner $400 $400 $425

Associate $300 $300 $300

Legal Secretary $150 $150 $150

Investment Legal Consulting Fees:

RATE/POSITION/TITLE

YEAR 1

GUARANTEE

3 YR

GUARANTEE

MAX HOURLY

RATE

5 YR

GUARANTEE

Partner and Senior Counsel** $865 $900 $935

Associate** $565 $590 $615

Paralegal** $450 $470 $490

*The ASRS will reimburse reasonable and allowable incidental costs (i.e. duplication/photocopy services, messenger fees) at cost. Offeror must identify all such costs separately on all invoices. Travel expenses will be reimbursed at actual

ATTACHMENT C: Pricing Schedule ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page amounts and according to State of Arizona travel policy. Additionally, all such travel must be approved in advance by the ASRS to be considered for reimbursement.

** The amounts set forth in the chart represent the maximum for each category. Given the Firm’s long history with ASRS, we will provide ASRS with a discount on the Firm’s standard hourly rates for each attorney and paralegal (in all cases, subject to the maximum hourly rates set forth above).

2. Optional/Alternative Pricing

Offeror may propose alternative pricing structures, including multi-year pricing, blended hourly rates, and alternative fee arrangements, provided it has submitted pricing information under item 1 above. Offeror has full discretion in what it may propose, however, the ASRS is under no obligation to accept such proposals.

The Firm is willing to discuss a range of alternative billing practices, including establishing fixed fees and task-based billing in connection with routine types of transactions.

3. Additional Expenses (If Any)

Offeror shall include any other additional costs not previously identified above. Only reasonable and allowable costs identified on this pricing schedule will be considered for payment.

4. Payment Discount Options Provide any applicable discount percentages:

If payment is made within calendar days after acceptance of services, the above quoted price, shall be discounted by .

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ATTACHMENT D: Confidential Information Designation

ARIZONA STATE

RETIREMENT

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

All materials submitted as part of a response to a Solicitation are subject to Arizona Public Records Law and will be disclosed if there is an appropriate public records request at the time of or after the award of the Contract. Recognizing there may be materials included in a Solicitation response that are proprietary or a trade secret, a process is set out in A.A.C. R2-7-103 (attached) that will allow qualifying materials to be designated as confidential and excluded from disclosure. For purposes of this process the definition of “trade secret” will be the same as that set out in A.A.C. R2-7-101(50).

This form must be completed and returned with your Offer along with supporting information to assist the ASRS in making its determination as to whether any of the materials submitted as part of your Offer should be designated confidential because the material is proprietary or a trade secret and therefore not subject to disclosure.

THE ASRS WILL NOT CONSIDER ANY MATERIAL IN YOUR OFFER “CONFIDENTIAL” UNLESS DESIGNATED ON THIS FORM.

Select one of the following – if neither is checked the ASRS will assume that as equivalent to “does not”:

☐ My response DOES NOT contain proprietary or trade secret information. I understand that my entire response will become public record in accordance with A.A.C. R2-7-C317.

☒ My response does contain trade secret information because it contains information that:

1. Is a formula, pattern, compilation, program, device, method, technique or process; AND

2. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; AND

3. Is the subject of efforts by myself or my organization that are reasonable under the circumstances to maintain its secrecy.

List and provide an explanation for all parts of Offeror’s response that are separately marked as “Confidential.”

Attachment E, Experience, Qualifications, and Reliability, Section 9: Our response to the following question involves on-going or recently settled litigation. Our response may contain information subject to confidentiality agreements and/or may reveal information not known to opposing parties, which may prejudice the Firm in the referenced litigation.

“Over the last five (5) years, has your firm or any predecessor firm been involved in any litigation/arbitration/ administrative proceeding arising from the firm’s provision of legal services? If yes, provide a brief explanation, indicate how it was resolved and the current status”.

Follow Instructions to Offerors, Section 4.1.4 (Offeror Confidential Information) to ensure items are correctly separated, attached, and marked in the Arizona Procurement Portal (APP) as part of Offeror’s response.

Please note that failure to include an explanation may result in a determination that the information does not meet the statutory trade secret definition. All information that does not meet the definition of trade secret as defined by A.A.C. R2-7-101(50) will become public in accordance with A.A.C. R2-7-C317. The State reserves the right to make its own determination of Offeror’s trade secret materials through a written determination in accordance with A.A.C.

R2-7-103.

ATTACHMENT D: Confidential Information Designation

ARIZONA STATE

RETIREMENT

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

If the ASRS and State of Arizona agree with the Offeror’s designation of trade secret or confidentiality and the determination is challenged, the undersigned hereby agrees to cooperate and support the defense of the determination with all interested parties, including legal counsel or other necessary assistance.

By submitting this response, Offeror agrees that the entire Offer, including confidential, trade secret and proprietary information may be shared with an evaluation committee and technical advisors during the evaluation process. Offeror agrees to indemnify and hold the State, its agents and employees, harmless from any claims or causes of action relating to the State’s withholding of information based upon reliance on the above representations, including the payment of all costs and attorney fees incurred by the State in defending such an action.

Cox, Castle & Nicholson LLP

Company Name Signature of Person Authorized to Sign

2029 Century Park East, 21st Floor Elizabeth A. Willes

Address Printed Name

Los Angeles, California 90067 Partner

City State Zip Title

R2-7-103. Confidential Information A. If a person wants to assert that a person’s offer, specification, or protest contains a trade secret or other proprietary information, a person shall include with the submission a statement supporting this assertion. A person shall clearly designate any trade secret and other proprietary information, using the term “confidential”. Contract terms and conditions, pricing, and information generally available to the public are not considered confidential information under this Section.

B. Until a final determination is made under subsection (C), an agency chief procurement officer shall not disclose information designated as confidential under subsection (A) except to those individuals deemed by an agency chief procurement officer to have a legitimate state interest.

C. Upon receipt of a submission, an agency chief procurement officer shall make one of the following written determinations:

1. The designated information is confidential and the agency chief procurement officer shall not disclose the information except to those individuals deemed by the agency chief procurement officer to have a legitimate state interest;

2. The designated information is not confidential; or

3. Additional information is required before a final confidentiality determination can be made.

D. If an agency chief procurement officer determines that information submitted is not confidential, a person who made the submission shall be notified in writing. The notice shall include a time period for requesting a review of the determination by the state procurement administrator.

E. An agency chief procurement officer may release information designated as confidential under subsection (A) if:

1. A request for review is not received by the state procurement administrator within the time period specified in the notice; or

2. The state procurement administrator, after review, makes a written determination that the designated information is not confidential.

R2-7-101. Definitions “Trade secret” means information, including a formula, pattern, device, compilation, program, method, technique, or process, that is the subject of reasonable efforts to maintain its secrecy and that derives independent economic value, actual or potential, as a result of not being generally known to and not being readily ascertainable by legal means.

R2-7-C317. Contract Award A. An agency chief procurement officer shall award the contract to the responsible offeror whose offer is determined to be most advantageous to the state based on the evaluation factors set forth in the solicitation. The agency chief procurement officer shall make a written determination explaining the basis for the award and place it in the procurement file.

B. The agency chief procurement officer shall notify all offerors of an award.

C. After contract award, the agency chief procurement officer shall return any offer security provided by the offeror.

D. Within 3 days after contract award the agency chief procurement officer shall make the procurement file, including all offers, available for public inspection, redacting information that is confidential under R2-7-103.

ATTACHMENT E: Questionnaire ARIZONA STATE

RETIREMENT

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

All Offerors, including any incumbent or previous service providers, must complete the Questionnaire and provide detailed responses, without assuming the ASRS is familiar with or will accept Offeror’s experience, approach, systems, or methodologies.

This Questionnaire is designed to assist the ASRS in gaining an understanding of the firm’s qualifications for consideration for this engagement. It is important to provide accurate, complete, and thorough information as requested. The ASRS may award contracts for all or any portion of the work for which an Offeror has provided a response.

Requested Supplemental documents that cannot be included or embedded within this Questionnaire itself should be clearly labeled and included as a single separate attachment entitled “Supplemental Information-Document Title.” If Offeror believes any information is confidential in its response to this Questionnaire, include that section of your response in a separate attachment entitled “Confidential Responses” and mark as “Confidential” as indicated in Sections 4 of the Instructions to Offerors.

Minimum Requirements

1. Does your company meet each minimum qualification and requirement listed in the Instructions to Offerors, Section

5.3 (Eligibility for Evaluation and Discussions)? If no, please indicate which one of requirements you do not meet and an explanation as to why.

Yes

2. As listed in the Instructions to Offerors Section 5.1 (Responsibility, Responsiveness and Acceptability), Please answer the following:

2.1. Has your company had a contract within the last five (5) years that was terminated for cause due to breach or similar failure to comply with the terms of the Contract?

In the last five years, the Firm has not had any contracts terminated for cause due to breach or similar failure to comply with the terms of the contract, subject to the minimal dispute claims disclosed, below.

2.2. Has your company had a record of performance that includes factual evidence of failure to satisfy the terms of agreements with any party to a contract? Factual evidence may consist of documented vendor performance reports, customer complaints and/or negative references.

No, the Firm has a proven track record of providing efficient, effective, and comprehensive services to our clients.

To the extent any issues arise in connection with the performance of our legal services, we encourage our clients to bring them to our attention immediately so that we can work diligently to address and resolve those issues.

2.3. Is your company legally qualified to contract with ASRS and financial, business, personnel, or other resources, including subcontractors? Legally qualified includes if the vendor or if key personnel have been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body.

Yes. The Firm is legally qualified to contract with ASRS.

3. Executive Summary

Provide an executive summary, not to exceed two (2) pages, that outlines the firm’s competitive advantage in providing investment legal services to the ASRS and how the firm specifically meets the minimum requirements set forth below and in the Special Instructions to Offerors, Section 5.3 (Eligibility for Evaluation and Discussion). See Instructions to

RETIREMENT

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

Offerors, Sections 3.8 (Supplement Documents) and Section 4 (Submission of Offer) for instructions on uploading attachments to APP.

See attachment “Supplemental Information: Executive Summary”

1. The lead attorney that Offeror assigns to the Contract will have a minimum of ten (10) years of experience representing and working on behalf of plan sponsors and/or other institutional investors, in preparing, reviewing and negotiating investment related contracts.

Amy Wells, a partner with 33 years of experience, and Elizabeth Willes, a partner with more than 26 years of experience, would the co-leaders assigned to the Contract.

2. Offeror shall have comparable historical experience with references for at least three (3) clients of a comparable size and investment requirements. References are to be verifiable and the companies/entities listed as a reference should be able to comment on Offeror’s related experience and past performance.

References should be provided on Attachment G: References.

See Attachment G: References.

4. Other Agreements or Terms Offeror must include as an attachment any and all agreements, such as engagement letters, that Offeror will require be completed and/or signed by the ASRS prior to performance of services. Submittal of terms and conditions or agreements previously approved and accepted by another government entity if available, is preferred. See Instructions to Offerors, Sections 3.8 (Supplement Documents) and Section 4 (Submission of Offer) for instructions on uploading attachments to APP.

None.

Experience, Qualifications, and Reliability

1. Give a brief history of your firm, including the year the firm began providing investment related legal services. Give specific details with regard to the nature of services provided, highlighting specific experience with investment related legal services for public pension plans.

The Firm was founded in 1968, and has consistently focused its practice on the representation of clients involved in all aspects of the real estate industry, including a broad array of investment activities. The Firm is comprised of various teams, each consisting of lawyers who specialize in various aspects of investment activities, which enables the Firm to handle virtually all legal services necessary to efficiently and effectively address concerns that arise in real estate and private equity transactions. The Firm’s ASRS Team includes some of the most experienced lawyers in the country handling public pension funds’ investment activities.

The Firm has extensive experience in each of the following areas:

• Acquisitions and Dispositions

• Institutional Investments

• Alternative Investments and Commingled Funds, including Infrastructure Investments

• Partnerships (General and Limited), Joint Ventures and Limited Liability Companies

• Domestic and International Private Investment Funds, Funds of Funds and Funds of One

• Domestic and International Private Equity Investments

• Tangible Asset Investments

• Title Holding Companies, Insurance Company Separate Accounts and Group Trusts

• Finance (Subscription, Acquisition, Construction, Takeout, Equity and Convertible/Participating)

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• Real Estate Securitization

• Land Use, Entitlement, Zoning, Affordable Housing and Regulatory Compliance

• Renewable Energy and Natural Resources

• Leasing (Office, Retail, Industrial, Ground Leases and Sale-Leasebacks)

• ERISA, Fiduciary Duties and Investment Advisors Act

• Environmental Law and Hazardous Substances (Counseling and Litigation)

• Tax Analysis/Strategies (including UBIT Analysis and Planning)

• Creditor’s Rights (Receiverships, Work-Outs and Bankruptcy)

• Construction, Design and Engineering Contracts and Disputes

• Property Management, Operations and Reciprocal Easement Agreements

• Litigation, Arbitration, Mediation and other ADR

• Industrial Development, Infrastructure and Multi-Family Bond and Special Assessment District Financing

• Labor and Employee Benefits

The ASRS Team has significant experience working with in-house legal counsel and investment staff, as well as investment advisors and consultants, to public pension funds. We are familiar with the balance of responsibility between the pension fund, its counsel and its advisors, and we understand the role of each party in accomplishing the pension fund’s investment goals. We also have extensive experience in drafting, reviewing, analyzing and negotiating on behalf of public pension fund clients virtually all types of legal documents described in the Scope of Work.

Our work on behalf of public pension funds includes structuring, negotiating, documenting, forming, and implementing all types of investments, including joint ventures, limited partnerships, limited liability companies, series limited liability companies, REITs, commingled funds (both closed-end and open-end) and separate account investments, acquisitions, dispositions, and all related due diligence activities. We have structured and negotiated many hundreds of transactions on behalf of our public pension fund clients, and are familiar with the current market provisions in all types of real estate and private equity investments. Our experience includes investment structures with unique issues, resolving disputes between public pension funds and their partners, addressing tax issues related to investments between taxable and tax exempt entities, and working with consultants and advisors to assure that transaction documents reflect the appropriate protections for public pension fund investors. In addition to representing public pension funds in a wide range of U.S. investments, we are experienced in both direct and indirect investments by public pension funds in Australia, Canada, Mexico and countries in Europe, Asia, and South America. We have an extensive network of local counsel across the United States, and in selected foreign jurisdictions, who assist us in complying with local law and practice, where necessary. Our guidance extends to implementing dispute resolution provisions and, if necessary, litigation, to resolve disputes between our pension fund clients and counterparties to their transactions.

The ASRS Team is very cognizant of provisions that are particularly sensitive to public pension funds, such as liability minimization and domestication of funds in connection with overseas investments. We work with foreign counsel to provide appropriate structuring recommendations to take into account foreign tax, liability minimization and exit strategies. We frequently negotiate legal opinions from foreign counsel to provide assurance regarding the foregoing issues. In some investments, tax exemption from governmental authorities is necessary, and we are experienced in working with local counsel to provide the necessary information regarding our public pension fund clients to assist in achieving the necessary designations as a tax exempt entity.

The members of the ASRS Team are experienced counsel to institutional investors, and are attuned to the issues and concerns of public pension funds in their investment activities. Because the Firm has specialists in virtually every area which might arise in pension fund investment activities, we are able to provide sophisticated, experienced counsel, without a “learning curve.”

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2. Describe in detail your firm’s experience working with public sector defined benefit retirement plans. Also describe your firm’s knowledge of and experience with Arizona state law in general, and specifically the Arizona Revised Statutes, Title 38, Chapter 5, Article 2.

The Firm’s experience representing public sector defined benefit retirement plans in connection with their real estate and private equity investment activities is extensive. Below is a list of public pension funds represented by the Firm, and a general description of the services provided.

• Alaska Permanent Fund Corporation (APFC): Since 2011, the Firm has represented APFC in connection with a variety of domestic and international commingled funds investing in real estate and private equity investments, as well as co-investments and other real estate joint ventures.

• California Public Employees’ Retirement System (CalPERS): The Firm has been approved real estate legal counsel to CalPERS since 1998, and was selected as one of CalPERS’ primary real estate legal counsel in 2001.

The Firm represents CalPERS in connection with their separate account investments as well as a variety of domestic and international real estate joint ventures, commingled funds and other real estate transactions.

• California State Teachers’ Retirement System (CalSTRS): The Firm has been the primary real estate legal counsel to CalSTRS since 1988. In that capacity, the Firm has handled both domestic and international joint ventures, commingled funds and alternative investments, as well as direct purchases and sales, financing, leasing and property management issues.

• Employees Retirement System of Texas (ERS): The Firm was engaged by ERS in 2011 as outside legal counsel, and in that capacity has represented ERS in the negotiation and documentation of domestic and international commingled funds.

• Los Angeles County Employees Retirement Association (LACERA). The Firm was engaged by LACERA in 1996. In that capacity, we have handled numerous real estate acquisitions and dispositions, financing transactions and commingled fund investments.

• New York City Employees’ Retirement System (NYCERS): The Firm was engaged by NYCERS in 2008 as outside counsel for investments, and in that capacity has represented NYCERS in the negotiation and documentation of domestic and international joint ventures, commingled funds and alternative investments.

• New York State Common Retirement Fund (NYCRF): The Firm was engaged by NYCRF in 1997, and in that capacity has represented NYCRF in the negotiation and documentation of significant joint venture transactions, acquisitions, sales and commingled funds.

• Public Employees’ Retirement Association of Colorado (CoPERA): The Firm was engaged by CoPERA in 2005, and in that capacity has represented CoPERA in the negotiation and documentation of domestic and international investments, joint ventures and commingled funds. The Firm also drafted and has subsequently documented all of CoPERA’s advisory relationships with their fiduciary real estate advisers.

• San Diego City Employees’ Retirement System (SDCERS): The Firm was engaged as real estate counsel in 2006, and has represented SDCERS in a variety of domestic and international commingled fund investments.

• State of Wisconsin Investment Board (SWIB): Since 1990, the Firm has documented all of SWIB’s advisory relationships with their fiduciary real estate advisors. In addition, the Firm represents SWIB in various transactions, including joint venture relationships, and related management and leasing agreements.

• Washington State Investment Board (WSIB): The Firm was engaged in 2003 to act as real estate legal counsel to WSIB. The Firm has represented WSIB in the negotiation and documentation of its investment in numerous domestic and international commingled funds, private equity and tangible assets investments, including investments in Brazil, Vietnam, China and Africa. The Firm has also assisted WSIB in the structuring of, and transfer of investments to, separate limited liability co-investment vehicles.

The Firm has acted as investment counsel to the ASRS since 2005, and is familiar with the provisions of Arizona Revised Statutes, Title 38, Chapter 5, Article 2 and compliance by the ASRS with Arizona legal requirements.

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3. Provide specific information with regard to your firm’s understanding, knowledge of, and experience in the specific areas of expertise solicited, as described in the Scope of Work.

1.4. Draft, review, analyze and negotiate investment related contracts and legal documents, as appropriate, including, but not limited to:

a. Investment Management Contracts and Related Agreements. We have extensive experience in documenting and negotiating investment advisory/management agreements between institutional investors and their external discretionary and non-discretionary investment advisors and consultants. We have handled the preparation and negotiation of investment advisory agreements for a number of institutional investors with more than 15 outside advisors, and are familiar with the issues and concerns of both parties, and how those issues are customarily resolved. Our experience extends through numerous cycles of engagement and re-engagement of institutional advisors and consultants, and as a result, we have seen how the terms of such agreements have adjusted to reflect current market conditions. We have prepared and negotiated the initial arrangements as well as the renewal and amendments of existing agreements between institutional investors and their advisors. We have also revised the structure of investment advisory agreements to better meet the institutional investors’ specific needs, including adding flexibility regarding modification of deal specific issues and tailoring the incentive compensation structure based on particular deal parameters, without the need to modify the entire investment advisory agreement. In addition, we routinely provide advice regarding the delegation of authority under investment advisory agreements, including issues related to the authority of the advisor or manager to bind the institutional investor. As a result, we know the market, and know what level of care, duty and experience institutional investors can obtain from their advisors.

b. Private placement memoranda, subscription agreements, partnership agreements, side letters and other documents relating to the ASRS private equity, opportunistic equity, private debt, and opportunistic debt programs. The Firm is uniquely qualified to represent the ASRS in its investments in all types of alternative investment funds and commingled funds (open-ended and closed-ended), including funds-of-funds, funds-of-one, side cars, club deals, parallel funds, co-investment funds and other arrangements, including so-called “revenue sharing” arrangements. We have represented institutional investors in many hundreds of domestic and international (including emerging markets) commingled funds structured as corporations, limited partnerships, limited liability companies and REITs. We have extensive experience in reviewing and negotiating fund documents, including operating agreements, partnership agreements, bylaws, charters, side letters, subscription agreements, investor letters and legal opinions to and from investors. We review private placement memorandum and the client’s investment summary to confirm that the transaction documents conform to the terms expected by the client, including the client’s consultants’ write-up. Our process includes providing detailed memoranda that describe the significant legal and economic issues contained in the fund documents and discussing all issues with our clients.

The ASRS Team has broad experience drafting and negotiating side letter agreements for all types of investments, including investments related to private equity, opportunistic equity, private debt and opportunistic debt. We are skilled at incorporating special arrangements and provisions that are distinctive to a particular client, such as unique capital call templates, reporting requirements, placement fee provisions and responsible contractor provisions. We are also experienced in handling post-closing matters, including amendments to fund documents and “most favored nations” elections. We are particularly mindful of the standard of care applicable to sponsors of funds and have published articles and made presentations regarding market trends related to the level of fiduciary oversight in private investment funds. We are also experienced in negotiating the rights of investors to participate on advisory boards of funds, including specific indemnity and insurance protections for client advisory board representatives and often obtain legal opinions from the fund sponsor’s counsel regarding the limited liability of advisory board representatives. This experience allows us to effectively negotiate the applicable documents to achieve our client’s investment goals.

c. Partnership agreements and other documents related to investments in:

i. Real estate separate managed accounts. The ASRS Team has negotiated and documented hundreds of separately managed accounts between institutional investors and operators or developers. We offer broad-based expertise and a depth of experience in planning, negotiating, documenting, forming and implementing such accounts, including joint ventures structured as general partnerships, limited partnerships and limited liability companies, as well as providing guidance in the event of disputes. We have

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Page handled separately managed accounts involving a broad range of property types including retail, shopping centers, hotels, industrial parks, undeveloped land, office projects, multi-family and single-family housing (for-sale and build-to-rent), and mixed use projects. We routinely negotiate specialized provisions, including “for cause” and “without cause” removal options, as well as buy-sell and buyout provisions, so that investor clients have a range of alternatives to address concerns that may arise during the term of the venture. We also negotiate the terms of permissible leverage for the venture, as well as the financing documents between the venture and third party lenders. We are skilled at addressing management issues that are often the subject of intense negotiation in ventures, including defining permissible investments, which can include limitations to investments “within the box” or to specific target markets, negotiating “major decision” provisions and other requirements regarding the ownership and operation of the venture. We also address potential conflicts of interest between the members of the venture, so that the institutional investor is assured that the proper alignment of interest exists. We understand the need to incorporate the ASRS’ particular requirements relating to indemnification, limited liability, types and degree of controls, distribution and/or reinvestment of returns, liquidity objectives and access to books and receipt of financial reports into the operative documents.

ii. Private real estate domestic and international investment funds and any associated structuring or tax issues. The ASRS Team is uniquely qualified to represent the ASRS in its investments in commingled funds, funds-of-funds, funds-of-one, side cars, club deals, parallel funds, co-investments and other arrangements. We have represented public pension funds in several hundred domestic and international (including emerging markets) commingled funds structured as domestic and foreign limited partnerships, limited liability companies and REITs focused on a wide range of products, including infrastructure, real estate, distressed debt, mezzanine, private equity investments. Our experience also includes funds with unique exit strategies such as IPOs and funds that convert from closed to open-ended funds, and non-U.S. dollar denominated funds.

The ASRS Team’s experience extends to a wide array of investments and investment structures, including reviewing and negotiating operating agreements, partnership agreements and other governing documents, side letters, subscription agreements, investor letters and legal opinions (including foreign issued opinions) to and from investors. As a result of our extensive exposure to a wide variety of commingled funds and a wide range of fund sponsors, we are intimately familiar with what constitutes “market” terms and provisions and what other institutional investors, including founding or large investors, are able to achieve in similar negotiations.

That experience enables us to counsel the ASRS regarding revisions that are typically achievable in the course of negotiations. We are sensitive to issues of importance to the ASRS, such as the standard of care applicable to sponsors and operators, rights to participate on advisory boards, and associated indemnity and insurance protections for advisory board representatives. We are also experienced in handling post-closing matters, including disputes, amendments to fund documents and “most favored nations” elections.

We are well-versed in the issues arising from investments between tax sensitive partners and tax exempt public pension funds. We analyze not only the legal framework of investment vehicles, but also the sophisticated tax aspects of those transactions, including unrelated business taxable income and fractions rule compliance issues. Exit strategies for joint venture and fund investments have been of particular importance in recent transactions. Provisions allowing sponsors to use a “liquidity event” such as a public exit strategy to monetize investors’ interests have been prominent in recent transactions. The consequences of such liquidity events must be carefully analyzed for possible effects on investors, particularly investors with significant ownership interests.

We are familiar with negotiating specific rights and assistance from sponsors in connection with initial public offerings, and obtaining assurances that the investments will not expose the institutional investor to adverse impacts relating to securities offerings.

iii. Direct interests in real estate and real estate related assets. The ASRS Team has extensive experience handling all types of direct investments in real estate and real estate related assets, from basic acquisitions, dispositions and development projects of all product types, including apartment, commercial, retail and industrial properties as well as raw land, hotels and resort projects, to the most complex or unique transactions, including multi-state and multi-property transactions. We have teams of lawyers experienced in a range of issues that may arise in such connection with the acquisition, ownership, operation and disposition of real estate assets, including due diligence evaluations, entity structuring, environmental, land use and entitlements, financing, leasing and management issues. For example, we have separate, specialized teams of lawyers with

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Page expertise in environmental matters, including engaging environmental consultants, evaluating environmental reports and developing strategies for minimizing environmental liabilities; an accomplished land use team with lawyers experienced in all aspects of land use, including zoning, permit and entitlement requirements and public offerings and dedications; and a finance team with lawyers who specialize in all types of secured and unsecured financing arrangements.

d. Real estate transaction documents including contracts, leases, management agreements and other such agreements. The Firm has unparalleled experience in all in handling all matters related to the ownership, development and operation of real estate projects including acquisition, design, engineering and construction contracts, reciprocal easement agreements, and development, management and leasing agreements for all types of projects including retail centers ranging from regional malls to neighborhood centers, high rise office, industrial, residential and mixed use projects.