HomeMy WebLinkAboutAgreement - NHA Advisors, LLC - Continuing disclosure and CDIAC reporting compliance services - SignedCity of Gilroy
Agreement/Contract Tracking
Today’s Date:
March 5, 2022 Your Name: Vickie Rahman
Contract
Type:
Services over $5k ‐ Consultant Phone Number: 408‐846‐0216
Contract Effective Date:
(Date contract goes into effect)
1/1/2022
Contract Expiration Date: 6/30/2025
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
NHA Advistors, LLC
Contract Subject:
(no more than 100 characters)
Continuing disclosure and CDIAC reporting compliance services
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
$40,000
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
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LeeAnn McPhillips, Human Resources
Director/Risk Manager
Andy Faber, City Attorney
Harjot Sangha, Finance Director
Thai Pham, City Clerk
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 7th day of March, 2022, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: NHA Advisors, LLC., having a principal place of business at 4040 Civic
Center Drive, Suite 200 San Rafael, CA 94903.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on January 1, 2022 and will continue in effect through June
30, 2025 unless terminated in accordance with the provisions of Article 7 of this Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein. ______
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A.Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit
“C” (“Milestone Schedule”).
B.Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above-described
services. CITY shall have no right to, and shall not, control the manner or determine the method
of accomplishing CONSULTANT’S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONSULTANT exceed 40,000.00.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in Exhibit “A”,
Section IV) incurred during the preceding period. If CITY objects to all or any portion of any
invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt
of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It
shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts
to which it has objected until the objection has been resolved by mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be
responsible for any expenses incurred by CONSULTANT in performing services for CITY, except
for those expenses constituting “direct expenses” referenced on Exhibit “A.”
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ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services under
this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent
any tools, equipment or services from CITY.
B. Workers’ Compensation
CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or
death of any of CONSULTANT’S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law, CONSULTANT
shall defend, through counsel approved by CITY (which approval shall not be unreasonably
withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees
against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities
and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly
or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or
CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or
death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against any
and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due
to bodily injury, sickness or disease, or death to any person, and damage to property, including the
loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum
coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however,
Professional Liability Insurance written on a claims made basis must comply with the requirements
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set forth below. Professional Liability Insurance written on a claims made basis (including without
limitation the initial policy obtained and all subsequent policies purchased as renewals or
replacements) must show the retroactive date, and the retroactive date must be before the earlier
of the effective date of the contract or the beginning of the contract work. Claims made
Professional Liability Insurance must be maintained, and written evidence of insurance must be
provided, for at least five (5) years after the completion of the contract work. If claims made
coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a retroactive date prior to the earlier of the effective date of the contract or the beginning of the
contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage
for a minimum of five (5) years after completion of work, which must also show a retroactive date
that is before the earlier of the effective date of the contract or the beginning of the contract work.
As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall
furnish written evidence of such coverage (naming CITY, its officers and employees as additional
insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via
a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation,
or of a material change in policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole
and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all
required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges
and agrees that:
CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
CITY will not withhold state or federal income tax from payment to
CONSULTANT;
CITY will not make disability insurance contributions on behalf of
CONSULTANT;
CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination
pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’
receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any of
its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT’S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and
all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of
work as described in this Agreement, to the extent such costs and expenses exceed the amounts
CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant
to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4
of this Agreement on the date due, then if and only if such nonpayment constitutes a default under
this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement
if such default is not remedied by CITY within thirty (30) days after demand for such payment is
given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to facilitate
any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to
complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable
provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it
may be amended from time to time. CONSULTANT shall also require such compliance of all
subcontractors performing work under this Agreement, subject to the prohibition against
assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend
with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its
officers, employees, agents and representatives from and against all suits, claims, demands,
damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation
reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT,
its subcontractors, or the officers, employees, agents or representatives of either.
C. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
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attorneys’ fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement
are for convenience only and shall not be considered nor referred to for resolving questions of
interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed in
the work, or the materials used in the work, or which in any way affect the conduct of the work,
and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over
the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the
Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a
contract or subcontract to the CITY OF GILROY for public works or for goods or services to
refrain from discriminatory employment or subcontracting practices on the basis of the race, color,
sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any
potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of this
Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains
all the covenants and agreements between the parties with respect to the rendering of such services
in any manner whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section
V.H. but each party may change the address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be
deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
NHA Advisors, LLC CITY OF GILROY
By: By:
Name: Gerald Craig HIll Name: Harjot Sangha
Title: Principal Title: Finance Director
Social Security or Taxpayer
Identification Number 45-1633038
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Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT “A”
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Craig Hill, Principal, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the Services
in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
“Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Harjot Sangha,
Finance Director shall be the designated City contact person(s). Notice to Proceed shall be deemed
to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as
provided in the Section V.H. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance with
the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance,
and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request
this determination of completion when, in its opinion, it has completed all of the Services as
required by the terms of this Agreement and, if so requested, CITY shall make this determination
within two (2) weeks of such request, or if CITY determines that CONSULTANT has not
completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay
only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary
to perform the Services, and its duties and obligations, expressed and implied, contained herein,
and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its
skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in
conformance to and consistent with the standards generally recognized as being employed by
professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any and
all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all charges
submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s
offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an
entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known
to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this
Agreement in any magazine, trade paper, newspaper or other medium without the express written
consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of
CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain
and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work, whether
or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but not
limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Harjot Sangha, Finance Director
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Craig Hill, Principal NHA Advisors
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
I. FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost
for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement
without liability or, at its discretion, to deduct from the agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
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EXHIBIT “B”
SCOPE OF SERVICES
See additional attachment labeled:
Exhibit B
Scope of Servies
Continuing Disclosure and CDIAC Reporting Compliance Services
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LAC\04706083
EXHIBIT “C”
MILESTONE SCHEDULE
N/A
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4835-2267-0361v1
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EXHIBIT “D”
PAYMENT SCHEDULE
Please see additional attachment labeled:
Exhibit D
Compensation Schedule
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
PAGE 5
EXHIBIT B
SCOPE OF SERVICES
CONTINUING DISCLOSURE AND CDIAC REPORTING COMPLIANCE SERVICES
The City of Gilroy and its related entities (the “City”) are required to file periodic disclosure reporting with
the Municipal Securities Rulemaking Board (“MSRB”), California Debt and Investment Advisory
Commission (“CDIAC”), and in some cases, with the underwriter, bond insurer, trustee, or other parties
for the City’s debt obligations. The City desires to appoint NHA Advisors, LLC (“NHA Advisors”) to assist
with the compliance of these obligations. The scope of work will generally include, but may not be limited
to, the following services:
1) MSRB Continuing Disclosure Compliance (Rule 15c2-12):
The City has publicly offered bond transactions requiring annual continuing disclosure reports
(“Annual Reports”) to be filed on the Electronic Municipal Market Access (“EMMA”) system. Each
obligation has distinct disclosure requirements. The primary reporting requirements generally
include the filing of:
x Audited financial statements
x Other financial information and operating data
x Other material information
x Notices of Significant Events
NHA Advisors will provide the following services:
x Prepare Annual Reports
x Supervise and direct the City on issues related to its disclosure obligations
x Notify the City of pending due dates
x Review supplemental section in CAFR to ensure it includes all required information
x Assist in the tracking of rating changes and other Significant Events
x Prepare Significant Events notices, as necessary
x Post Annual Reports, notices, and other required documentation to EMMA
x File a report with the City certifying that each Annual Report has been provided pursuant
to this Continuing Disclosure Certificate
x Review continuing disclosure requirements in preliminary official statements and draft
bond documents
x Provide ongoing support to City staff as questions arise regarding its continuing disclosure
obligations
NHA Advisors will make its best efforts to monitor rating changes for both the issuer and bond
insurer, if applicable, for each outstanding obligation as well as the other Significant Events listed
below. To best meet this objective, open lines of communication between the City and NHA
Advisors are vital.
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
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The City must notify NHA Advisors immediately upon the occurrence of a Significant Event.
Significant Events generally include:
1) Principal and interest payment delinquencies
2) Non-payment related defaults
3) Unscheduled draws on debt service reserves reflecting financial difficulties
4) Unscheduled draws on credit enhancements reflecting financial difficulties
5) Substitution of credit or liquidity providers, or their failure to perform
6) Adverse tax opinions or events affecting the tax-exempt status of the security
7) Modifications to rights of security holders
8) Bond calls and tender offers
9) Defeasances
10) Release, substitution, or sale of property securing repayment of the securities
11) Rating changes
12) Bankruptcy, insolvency, receivership or similar event of the obligated person
13) Consummation of a merger, consolidation, or acquisition
14) Appointment of a successor or additional trustee or the change of name of a trustee
15) Incurrence of a financial obligation affecting security holders
16) Default, event of acceleration, termination event, modification of terms, or similar event
2) CDIAC Annual Debt Transparency Reporting (SB 1029):
Effective January 1, 2017, state and local issuers are required to submit an annual debt
transparency report for any issue of debt for which they have submitted a Report of Final Sale to
CDIAC during the reporting period. The annual debt transparency report is due to CDIAC no later
than January 31st of each year (beginning January 31, 2018) for any debt outstanding at any point
during the prior fiscal year. At a minimum, the annual debt transparency report will require issuers
to include:
x Debt authorized during the reporting period, which shall include:
o Debt authorized at the beginning of the reporting period
o Debt authorized and issued during the reporting period
o Debt authorized but not issued at the end of the reporting period
o Debt authority that has lapsed during the reporting period
x Debt outstanding during the reporting period, which shall include the following:
o Principal balance at the beginning of the reporting period
o Principal paid during the reporting period
o Principal outstanding at the end of the reporting period
x The use of proceeds of issued debt during the reporting period, which shall include the
following:
o Debt proceeds available at the beginning of the reporting period
o Proceeds spent during the reporting and the purposes for which it was spent
o Debt proceeds remaining at the end of the reporting period
CDIAC has developed an online form, which is expected to evolve over time. NHA Advisors will
work with the City to complete and file these reports with CDIAC prior to January 31st each year.
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
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3) CDIAC Yearly Fiscal Status Reporting (“YFSR”):
a. Marks-Roos
Any joint powers authority (“Authority”) selling bonds on or after January 1, 1996 that uses
the proceeds to acquire one or more local obligations is required to report annually on the
fiscal status of the Authority bonds and the local obligations acquired. Reports must be
submitted to CDIAC no later than October 30th each year.
b.Mello-Roos
Issuers of community facilities district (“CFD”) bonds after January 1, 1993 are required to
report annually on certain information about the bonds. All issuers, regardless of when bonds
are sold, are required to report any draw on reserve or default that occurs throughout the
calendar year. Reports must be submitted to CDIAC no later than October 30th each year.
NHA Advisors will work with the City to ensure that all reports are completed and filed with CDIAC
prior to October 30th each year.
4) Private Placement Debt and Other Loan Reporting:
2019 General Obligation Refunding Bonds, Series A & B
NHA Advisors will help the City file the following information annually.
The 2019 General Obligation Refunding Bonds were purchased by CN Financing, Inc. The City has
covenanted to provide CN Financing, Inc. with audited financial statements by March 31st of each
year.
2018 Special Tax Refunding Bonds (CFD No. 2000-1 – Highway 152)
It is assumed that the City’s special tax consultant will file the following information annually.
The 2018 Special Tax Refunding Bonds were purchased by Banner Bank. The City has covenanted
to provide Banner Bank with the following information within 270 days of the end of each Fiscal
Year:
x audited financial statements of the City;
x a table presenting the number of parcels, the maximum Special Taxes per parcel, secured
assessed values (land and structure values) and value to lien ratios;
x a table listing the total amount of maximum Special Taxes levied and total delinquencies
in the current fiscal year and all prior fiscal years with delinquencies;
x a statement as to any parcel for which the delinquent assessment installments represent
more than 10% of the aggregate maximum Special Taxes levy setting forth: the identity
of the parcel, the identity of the owner(s) of the parcel, and the aggregate amount of
delinquent property and assessment installments within the Improvement Area,
including accrued penalties and interest;
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
PAGE 8
x a statement as to the status of any judicial foreclosure proceedings, including such
proceedings initiated by the District as a result of the delinquency in the payment of
assessment installments;
x timely notice to the Original Purchaser of any material impact to the District's financial
position and/or the receipt or collection of the Special Taxes;
x such additional information as the Original Purchaser shall reasonably request from time
to time.
Future Obligations
If the City issues privately placed debt or other loans that require reporting to the purchaser or
other parties, NHA Advisors will assist the City with the disclosure obligations as outlined in the
governing document (continuing disclosure agreement, indenture, term sheet, etc.).
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
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EXHIBIT D
COMPENSATION SCHEDULE
For the tasks outlined in the Scope of Services, NHA Advisors will be compensated as follows.
1) MSRB Continuing Disclosure Compliance (Rule 15c2-12):
For services described in Task 1 of the Scope of Services, NHA Advisors shall be paid a fixed annual
fee payable upon successful submission of the Annual Reports. The following table provides a
snapshot of the initial fees associated with the City’s current obligations:
Existing
MSRB Continuing Disclosure Reporting Annual Fee
2013 Refunding Lease Revenue Bonds $2,000
2020 Lease Revenue Refunding Bonds $1,250(1)
2021 Wastewater Revenue Bonds $2,500
2010 Wastewater Revenue Refunding Bonds $1,500(1)
Total Annual Fee $7,250
1) Reflects a reduced fee for multiple reports with similar credits and disclosure requirements.
As additional debt is issued, new continuing disclosure obligations will be billed at the flat fees shown
below, on a case-by-case basis, based on the amount of work required for each obligation:
Future
MSRB Continuing Disclosure Reporting Annual Fee
General Obligation Bonds $1,000-$2,250
Certificates of Participation/Lease $1,250-$2,500
Utility Revenue Bonds (Water, Sewer, etc.) $1,500-$2,750
Land Secured Bonds $1,500-$3,000
Tax Allocation Bonds $1,500-$3,500
Other $1,000-$3,500
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
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2) CDIAC Annual Debt Transparency Reporting (SB 1029):
For services described in Task 2 of the Scope of Services, NHA Advisors shall be paid a fixed annual
fee not to exceed $400 per report, payable upon successful submission of the reports. Subject to
the discretion of CDIAC, it is anticipated that the City will have seven (7) obligations that require
CDIAC Annual Debt Transparency Reporting during the upcoming reporting cycle.
CDIAC Annual Debt Transparency Reporting Annual Fee
2020 Lease Revenue Refunding Bonds (Authority Report) $300
2020 Lease Revenue Refunding Bonds (Obligor Report) $400
2019 General Obligation Refunding Bonds, Series A $400
2019 General Obligation Refunding Bonds, Series B (Forward) $400
2021 Wastewater Revenue Bonds (Authority Report) $300
2021 Wastewater Revenue Bonds (Obligor Report) $400
2018 Special Tax Refunding Bonds (CFD 2000-1 – Highway 152) N/A(1)
Total Annual Fee $2,200
1) Assumes that the City’s special tax consultant has all of this information on-hand and will
prepare and submit these reports.
3) CDIAC Yearly Fiscal Status Reporting:
a. Marks-Roos
For services described in Task 3a of the Scope of Services, NHA Advisors shall be paid a fixed
annual fee not to exceed $400 per report, payable upon successful submission of the reports.
Subject to the discretion of CDIAC, it is anticipated that the City will have seven (7) obligations
that require CDIAC Yearly Fiscal Status Reporting during the upcoming reporting cycle.
Marks-Roos CDIAC
Yearly Fiscal Status Reporting Annual Fee
2020 Lease Revenue Refunding Bonds (Authority Report) $300
2020 Lease Revenue Refunding Bonds (Obligor Report) $400
2019 General Obligation Refunding Bonds, Series A $400
2019 General Obligation Refunding Bonds, Series B (Forward) $400
2021 Wastewater Revenue Bonds (Authority Report) $300
2021 Wastewater Revenue Bonds (Obligor Report) $400
2018 Special Tax Refunding Bonds (CFD 2000-1 – Highway 152) N/A(1)
Total Annual Fee $2,200
1) Assumes that the City’s special tax consultant has all of this information on-hand and will
prepare and submit these reports.
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
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b. Mello-Roos
For services described in Task 3b of the Scope of Services, NHA Advisors shall be paid a fixed
annual fee of $750 per report, payable upon successful submission of the reports. At present,
the City has one (1) obligation outstanding that requires Mello-Roos CDIAC Yearly Fiscal Status
Reporting. However, it is assumed that the City’s special tax consultant has all of the
information required for these reports on-hand and will prepare and submit these reports.
Mello-Roos CDIAC
Yearly Fiscal Status Reporting Annual Fee
2018 Special Tax Refunding Bonds (CFD 2000-1 – Highway 152) N/A(1)
Total Annual Fee $ 0
1) Assumes that the City’s special tax consultant has all of this information on-hand and will
prepare and submit these reports.
4) Private Placement Debt and Other Loan Reporting:
For services described in Task 4 of the Scope of Services, NHA Advisors shall be paid a fixed annual
fee payable upon successful submission of the report. The following table provides a snapshot of
the initial fee associated with the City’s current obligations:
Private Placement Debt
and Other Loan Reporting Annual Fee
2019 General Obligation Refunding Bonds, Series A $600
2019 General Obligation Refunding Bonds, Series B (Forward) $200(1)
2018 Special Tax Refunding Bonds (CFD 2000-1 – Highway 152) N/A(2)
Total Annual Fee $ 800
1) Reflects a reduced fee for multiple reports with similar credits and disclosure requirements.
2) Assumes that the City’s special tax consultant has all of this information on-hand and will
prepare and submit these reports.
Future Obligations
In the event that the City issues additional privately placed debt or other loans that require
periodic reporting, the annual fee will be commensurate with the amount of work required and
the Future MSRB Continuing Disclosure Reporting fee schedule provided in Task 1 (Future MSRB
Continuing Disclosure Reporting).
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER
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Grand Total Annual Fee - The initial combined annual fee for the services outlined in the Scope of Services
will be $12,450*.
Grand Total – All Tasks
Projected
On-going
Annual Fee*
Task 1: MSRB Continuing Disclosure Compliance $7,250
Task 2: CDIAC Annual Debt Transparency Reporting $2,200
Task 3a: Marks-Roos CDIAC Yearly Fiscal Status Reporting $2,200
Task 3b: Mello-Roos CDIAC Yearly Fiscal Status Reporting $0
Task 4: Private Placement Debt and Other Loan Reporting $800
Grand Total Annual Fee $12,450
* As prior obligations mature or new debt is issued, the Scope of Services and annual budget for services
will change in accordance with the fees outlined above.
Out-of-Pocket Expenses - No reimbursable expense shall be incurred without prior approval from the City.
All expenses will be billed directly at cost to the City. Expenses will be limited to third-party contractor
work and data purchases required to secure specific information required to complete the respective
reports.
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EXHIBIT E
REGULATORY / DISCLOSURE LETTER
DocuSign Envelope ID: C8F8A595-1EBD-4AA7-8332-51A9E09BCF9D
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
Office: 415.785.2025
www.NHAadvisors.com
May 28, 2021
Harjot Sangha
Finance Director
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
RE: City of Gilroy Continuing Disclosure Compliance – Regulatory Disclosure Letter
Dear Harjot,
NHA Advisors, LLC (“NHA Advisors”) is required to send this Regulatory Disclosure Letter per Municipal
Securities Rulemaking Board (“MSRB”) rules. This letter specifies the terms and details of the work that
NHA Advisors will perform for the City of Gilroy (the “City”) relating to the above referenced project (the
“Project”). Additionally, this letter provides certain duties and disclosures that municipal advisors must
present to all clients prior to beginning work on a municipal transaction.
Scope of Municipal Advisory Activities to be Performed
A detailed Scope of Services can be found in Exhibit A.
Independent Registered Municipal Advisor (“IRMA”)
If acting in the capacity of an Independent Registered Municipal Advisor (“IRMA”), with regard to the
IRMA exemption of the U. S. Securities and Exchange Commission (“SEC”) Rule, NHA Advisors will review
all third-party recommendations submitted to NHA Advisors in writing by the City.
Term of the Project
The Project will commence on July 1, 2021 and end on the earlier of either June 30, 2026 or upon closing
of the transaction, unless the term of the Project is otherwise terminated or extended. Any extensions
must be mutually agreed upon by all parties in writing.
Termination of NHA Advisors’ Role on Project
The City may terminate NHA Advisors’ role on the Project at any time and without cause upon written
notification to NHA Advisors.
In the event of termination, NHA Advisors shall be entitled to compensation for services performed to the
effective date of termination. The City, however, may condition payment of such compensation upon NHA
Advisors delivering to the City any or all documents, photographs, computer software, video and audio
tapes, and other materials provided to NHA Advisors or prepared by or for NHA Advisors or the City in
connection with NHA Advisors’ work on the Project.
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER MAY 28, 2021
PAGE 2
NHA Advisors may terminate upon 45 days’ written notice to the City and shall include in such notice the
reasons for termination.
Compensation and Out-of-Pocket Expenses
A detailed proposal for compensation and expenses can be found in Exhibit B.
Fiduciary Duty
NHA Advisors is registered as a Municipal Advisor with the SEC and MSRB. As such, NHA Advisors has a
fiduciary duty to the City and must provide both a Duty of Care and a Duty of Loyalty that entail the
following.
Duty of Care:
a) exercise due care in performing its municipal advisory activities;
b) possess the degree of knowledge and expertise needed to provide the City with informed advice;
c) make a reasonable inquiry as to the facts that are relevant to the City’s determination as to
whether to proceed with a course of action or that form the basis for any advice provided to the
City; and
d) undertake a reasonable investigation to determine that NHA Advisors is not forming any
recommendation on materially inaccurate or incomplete information; NHA Advisors must have a
reasonable basis for:
i. any advice provided to or on behalf of the City;
ii. any representations made in a certificate that it signs that will be reasonably foreseeably
relied upon by the City, any other party involved in the municipal securities transaction
or municipal financial product, or investors in the City securities; and
iii. any information provided to the City or other parties involved in the municipal securities
transaction in connection with the preparation of an official statement.
Duty of Loyalty:
NHA Advisors must deal honestly and with the utmost good faith with the City and act in the City’s best
interests without regard to the financial or other interests of NHA Advisors. NHA Advisors will eliminate
or provide full and fair disclosure (included herein) to the City about each material conflict of interest (as
applicable). NHA Advisors will not engage in municipal advisory activities with the City as a municipal
entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the City’s best
interest.
Conflicts of Interest and Other Matters Requiring Disclosures
As of the commencement date of the Project, there are no actual or potential material conflicts of interest,
other than those noted below, that NHA Advisors is aware of that might impair its ability to render
unbiased and competent advice or to fulfill its fiduciary duty. If NHA Advisors becomes aware of any
material potential conflict of interest that arises after this disclosure, NHA Advisors will disclose the
detailed information in writing to the City in a timely manner.
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REGULATORY DISCLOSURE LETTER MAY 28, 2021
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The following are potential conflicts of interest to be considered.
x NHA Advisors represents that in connection with the issuance of municipal securities, NHA
Advisors may receive compensation from the City for services rendered, which compensation is
contingent upon the successful closing of a transaction and/or is based on the size of a
transaction. Consistent with the requirements of MSRB Rule G-42, NHA Advisors hereby discloses
that such contingent and/or transactional compensation may present a potential conflict of
interest regarding NHA Advisors’ ability to provide unbiased advice to enter into such transaction.
This potential conflict of interest will not impair NHA Advisors’ ability to render unbiased and
competent advice or to fulfill its fiduciary duty to the City.
x The fee paid to NHA Advisors increases the cost of investment to the City. The increased cost
occurs from compensating NHA Advisors for municipal advisory services provided.
x NHA Advisors serves a wide variety of other clients that may, from time to time, have interests
that could have a direct or indirect impact on the interests of another NHA Advisors client. For
example, NHA Advisors serves as municipal advisor to other municipal advisory clients and, in
such cases, owes a regulatory duty to such other clients just as it does to the City. These other
clients may, from time to time and depending on the specific circumstances, have competing
interests. In acting in the interests of its various clients, NHA Advisors could potentially face a
conflict of interest arising from these competing client interests. NHA Advisors fulfills its
regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good
faith with the City.
• NHA Advisors does not have any affiliate that provides any advice, service, or product to or on
behalf of the City that is directly or indirectly related to the municipal advisory activities to be
performed by NHA Advisors.
• NHA Advisors has not made any payments directly or indirectly to obtain or retain NHA Advisors’
municipal advisory business.
• NHA Advisors has not received any payments from third parties to enlist NHA Advisors’
recommendation to the City of its services, any municipal securities transaction, or any municipal
finance product.
• NHA Advisors has not engaged in any fee-splitting arrangements involving NHA Advisors and any
provider of investments or services to the City.
• NHA Advisors does not have any legal or disciplinary event that is material to the City’s evaluation
of the municipal advisory or the integrity of its management or advisory personnel.
• NHA Advisors does not act as principal in any of the transaction(s) related to this Project.
• During the term of the municipal advisory relationship, this disclosure will be promptly amended
or supplemented to reflect any material changes in or additions to the terms or information within
this disclosure and the revised writing will be promptly delivered to the City.
Pursuant to MSRB Rule G-10, on Investor and Municipal Advisory Client Education and Protection,
Municipal Advisors are required to provide certain written information to their municipal entity and
obligated person clients which include the following:
x NHA Advisors is currently registered as a Municipal Advisor with the SEC and the MSRB.
x Within the MSRB website at www.msrb.org, City may obtain the Municipal Advisory client
brochure that is posted on the MSRB website. The brochure describes the protections that may
be provided by the MSRB Rules along with how to file a complaint with financial regulatory
authorities.
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CITY OF GILROY CONTINUING DISCLOSURE COMPLIANCE
REGULATORY DISCLOSURE LETTER MAY 28,2021
PAGE 4
Legal Events and Disciplinary History
NHA Advisors does not have any legal events and disciplinary history on its Form MA and Form MA-I,
which includes information about any criminal actions, regulatory actions, investigations, terminations,
judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may
electronically access NHA Advisors’ most recent Form MA and each most recent Form MA-I filed with the
Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form
MA-I filed with the SEC.
Recommendations
If NHA Advisors makes a recommendation of a municipal securities transaction or municipal financial
product or if the review of a recommendation of another party is requested in writing by the City and is
within the scope of the engagement, NHA Advisors will determine, based on the information obtained
through reasonable diligence of NHA Advisors whether a municipal securities transaction or municipal
financial product is suitable for the City. In addition, NHA Advisors will inform the City of:
x the evaluation of the material risks, potential benefits, structure, and other characteristics of the
recommendation;
x the basis upon which NHA Advisors reasonably believes that the recommended municipal
securities transaction or municipal financial product is, or is not, suitable for the City; and
x whether NHA Advisors has investigated or considered other reasonably feasible alternatives to
the recommendation that might also or alternatively serve the City objectives.
If the City elects a course of action that is independent of or contrary to the advice provided by NHA
Advisors, NHA Advisors is not required on that basis to disengage from the City.
Record Retention
Effective July 1, 2014, pursuant to the SEC record retention regulations, NHA Advisors is required to
maintain in writing, all communication and created documents between NHA Advisors and the City for
five (5) years.
If there are any questions regarding the above, please do not hesitate to contact NHA Advisors.
Sincerely,
Rob Schmidt, Vice President
NHA Advisors, LLC
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