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HomeMy WebLinkAboutNHA Advisors, LLC 2016-09-02; Amendment 1 2017-10-11CITY OF UKIAH AMENDMENT NO. 1 TO CONTRACT #1617119 BETWEEN NHA ADVISORS, LLC and THE CITY OF UKIAH This Amendment No. 1 entered on October 11, 2017; revises the Agreement for Professional services dated September 2, 2016, between the City of Ukiah and NHA Advisors, LLC, a limited liability company, for professional services relating to municipal advisory consulting services. This Amendment No. 1 amends the following sections of the Agreement as follows: I. 2.0 SCOPE OF SERVICES. Section 2.3 is added and shall read as follows: 2.3 Additional services to be provided by Consultant include those set forth in Attachment B, attached hereto. 1I. 4.0 COMPENSATION FOR SERVICES Section 4.1 is revised to read as follows: For the performance of the Scope of Services set forth in Attachments A and B, Consultant shall be compensated on a time and expense basis not to exceed $19,500.00. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Work as set for in Attachments A (at the hourly rates set forth in Exhibit B) and B (at hourly rates set forth in Attachment B), which shall include all indirect costs and expenses of every kind or nature, except direct expenses. The direct expenses and fees to be charged for the same shall be as set forth in Exhibit B to Attaclunent A. Consultant shall complete the Scope of Work for the not -to -exceed amount even if time and expenses exceed that amount. Except as expressly amended by this Amendment, all other terns remain unchanged and in full force and effect. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT ON THE EFFECTIVE DATE: NHA ADVISO / BY: DATE: PRINT N L e - CITY OF UKIAH BY:y ' ,., � IDATE: le, -ICL - v -t SAGEAANGIACOVO, CITY MANAGER ATTEST BY:U�+ DATE: 1D -1 (e- 1"1 KRIST ^AWLER, CITY ftERY, ATTACHMENT B OBJECTIVE, SCOPE OF SERVICES AND COMPENSATION SCHEDULE FINANCIAL ADVISORY SERVICES Obiective City seeks to determine feasibility of various financing options for past, current, and future debt issues, including options to finance or refinancing capital projects and other eligible activities of the City. Scope of Service — Task 1— Pre -Issuance Financial Consulting Services Consultant will work with City staff and other parties to analyze, coordinate, facilitate, and manage a process that creates a thorough understanding by City Council and staff of the City's financing and/or refinancing options and all considerations related thereto to meet City's Objective. Tasks • Work with City staff and consultants to develop information and presentation material that describes current conditions and options for meeting City Objectives • Develop financing plan to address considerations and cash flow options • Assist with the education process of City Council and other stakeholders • Develop and present policy questions related to the implementation of financing plan • Analyze budgetary impacts of the various policy and financing options • Work with City staff to develop long-term cash flow model, as required • Assist in the drafting of any reports or presentations to City council • Attend City staff meetings or participate in conference calls, as requested by staff • Make presentations to City Council, as requested Scope of Service —Task 2 — Bond Issuance / Loan Placement (if applicable) Consultant will provide all services required to implement and execute the City's selected option, if any, upon tasking to do so. Compensation Schedule For services described within this ATTACHMENT B as Task 1,Hourly Staff Consultant will be compensated based upon the hourly rate AllocationRate schedule provided in the table to the right. Consultant will Principal $275 invoice City, at time of City's determination, of whether to Vice President $225 proceed or not with a financing project for professional time Associate $175 and documented and approved expenses incurred during completion of Task 1 up to that point in time. All direct out- Analyst $125 of -pocket expenses will be charged at cost and will not Administrative $ 75 include California travel -related expenses. Independent Registered Municipal Advisor Agreement between October 2, 2017 City of Ukiah and NHA Advisors, LLC ATTACHMENT B For services described within this ATTACHMENT B as Task 2, Consultant shall be compensated based upon the type of funding source, size and credit characteristic, and actual time spent to manage the funding process to a successful closing. This fee shall be determined upon City's tasking of Consultant of Task 2 Services. Independent Registered Municipal Advisor Duties and Disclosures Consultant will continue to serve in the capacity of Independent Registered Municipal Advisor ("IRMA") to the City to provide financial advice, assistance, representation for solicited and unsolicited financing proposals from banking and financial institutions as well as general financial consulting services. Consultant serving as the IRMA to the City will act in accordance with its fiduciary duty in the following manner: • The IRMA will work solely in the interest of the City • The IRMA has the duty to fairly assess whether the financing terms and covenants are favorable to the City • The IRMA has a duty to fairly assess whether the rates and yields are favorable • The IRMA will represent the City with sufficient knowledge of the bond market to negotiate the transaction for the City's best interest Under the Municipal Securities Rulemaking Board (the "MSRB") regulations effective on July 1, 2014, the IRMA is required to disclose certain conflicts of interest to their clients. In accordance with those proposed regulations Consultant make the following disclosures: • Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 etseq. • Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. • Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Independent Registered Municipal Advisor Agreement between October 2, 2017 City of Ukiah and NHA Advisors, LLC ATTACHMENT B • As of the date of the Agreement, there are no actual or potential conflicts of interest that Consultant is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If Consultant becomes aware of any potential conflict of interest that arise after this disclosure, Consultant will disclose the detailed information in writing to City in a timely manner. • The fee paid to Consultant increases the cost of investment to City. The increased cost occurs from compensating Consultant for municipal advisory services provided. • Consultant does not act as principal in any of the transaction(s) related to this Agreement. • During the term of the municipal advisory relationship, this agreement will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this agreement and the revised writing will be promptly delivered to City. • Consultant does not have any affiliate that provides any advice, service, or product to or on behalf of the client that is directly or indirectly related to the municipal advisory activities to be performed by Consultant. • Consultant has not made any payments directly or indirectly to obtain or retain the City's municipal advisory business. • Consultant has not received any payments from third parties to enlist any recommendation to City of its services, any municipal securities transaction or any municipal finance product. • Consultant has not engaged in any fee -splitting arrangements involving Consultant and any provider of investments or services to City. • Consultant does not have any conflicts of interest from compensation for municipal advisory activities to be performed, that is contingent on the size or closing of any transactions as to which Consultant is providing advice. • Consultant does not have any other engagements or relationships that might impair the Consultant's ability either to render unbiased and competent advice to or on behalf of City or to fulfill its fiduciary duty to the City, as applicable. • Consultant does not have any legal or disciplinary event that is material to City's evaluation of the municipal advisory or the integrity of its management or advisory personnel. Legal Events and Disciplinary History Consultant 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. City may electronically access Consultant's most recent Form MA and each most recent Form MA -1 filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/comPanysearch.htmI Independent Registered Municipal Advisor Agreement between October 2, 2017 City of Ukiah and NHA Advisors, LLC ATTACHMENT B