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HomeMy WebLinkAboutNHA Advisors, LLC 2019-09-069v/ COU No.1920-121 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 6th day of September, 2019 ("Effective Date"), by and between SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "Successor Agency" and NHA Advisors, LLC, a limited liability company, organized and in good standing under the laws of the state of California, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. Successor Agency requires consulting services related to Municipal Advisory Services, Project Management, Quantitative Analysis and Financial Structuring, and Project Implementation for Successor Agency to the Ukiah Redevelopment Agency in connection with the Series 2019A Tax Allocation Refunding Bonds (Ukiah Redevelopment Project) and/or the Successor Agency to the Ukiah Redevelopment Agency, Series 2019B Tax Allocation Refunding Bonds (Ukiah Redevelopment Project) (the Refunding Bonds"), the proceeds of which will be used to prepay and legally defease all outstanding Ukiah Redevelopment Agency (Ukiah Redevelopment Project), Tax Allocation Refunding Bonds, Series 2007, issued in the aggregate principal amount of $5,595,000 (the "Series 2007 Bonds"); the Ukiah Redevelopment Agency, Ukiah Redevelopment Project, Tax Allocation Bonds, 2011 Series A, issued in the aggregate principal amount of $5,180,000 (the "Series 2011A Bonds"); and, the Ukiah Redevelopment Agency, Ukiah Redevelopment Project, Taxable Tax Allocation Housing Bonds, 2011 Series B, issued in the aggregate principal amount of $3,250,000 (the "Series 2011B Bonds" and, together with the Series 2011A Bonds and the Series 2007 Bonds, the "Prior Bonds"). b. Consultant represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. c. Successor Agency and Consultant agree upon the Scope -of -Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope -of -Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between Successor Agency and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. PAGE 1 OF 8 COU No.1920-121 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope -of -Work upon receipt of a Notice to Proceed from City and shall complete such services to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount as follows: $62,500 for a private placement with a private party or bank (requiring no public offering disclosure document or credit rating), or $72,500 for a negotiated public offering with a pre -selected underwriter, in each case fully contingent on completion of the financing and is expected to be paid from proceeds of the transaction. Charges shall be based on Attachment "A", which shall include all indirect costs and expenses of every kind or nature. Consultant shall complete the Scope of Work for the not -to -exceed guaranteed maximum, even if actual time and expenses exceed that amount. 4.2 Changes. Should changes in compensation be required because of changes to the Scope -of -Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope -of -Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub -contractor Payment. The use of sub -consultants or other services to perform a portion of the work of this Agreement shall be approved by Successor Agency prior to commencement of work. The cost of sub -consultants shall be included within guaranteed not -to -exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of the invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by Successor Agency. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable Successor Agency to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the Successor Agency's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of Successor Agency for any purpose whatsoever. Successor Agency shall have no right to, and shall not control the PAGE 2 OF 8 COU No.1920-121 manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in Successor Agency have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and Successor Agency. Consultant shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold Successor Agency and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to Successor Agency. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the Successor Agency Chairperson determines that the Consultant has a disclosure obligation under the Successor Agency's local conflict of interest code, the Consultant shall file the required disclosure form with the Secretary within 10 days of being notified of the Successor Agency Chairperson's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage — Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. PAGE 3 OF 8 COU No.1920-121 4. Errors and Omissions liability insurance appropriate to the consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2. Automobile Liability: $2,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability: $2,000,000 per occurrence. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the Successor Agency. At the option of the Successor Agency, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the Successor Agency, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The Successor Agency, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope -of -protection afforded to the Successor Agency, its officers, officials, employees or volunteers. PAGE 4 OF 8 COU No.1920-121 b. The Consultants insurance coverage shall be primary insurance as respects to the Successor Agency, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Successor Agency, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Successor Agency, its officers, officials, employees or volunteers. d. The Consultants insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the Successor Agency, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 3. Professional Liability Coverage If written on a claims -made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend one year from date of final invoice. 4. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Successor Agency. E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB -1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the Successor Agency with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the Successor Agency. Where by statute, the Successor Agency's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be PAGE 5 OF 8 COU No.1920-121 received and approved by the Successor Agency before Consultant begins the work of this Agreement. The Successor Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the Successor Agency shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that Successor Agency has paid the premium. G. Subcontractors Consultant shall include all subcontractors or sub -consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub- contractor or sub -consultant. All coverage for sub -contractors or sub -consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the Successor Agency for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant in the performance of services under this contract by Consultant, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the Successor Agency, or arising from the active negligence of the Successor Agency. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to Successor Agency or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Consultant by Successor Agency and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the Successor Agency upon their creation and shall be given to Successor Agency immediately upon demand and at the completion of Consultant's services at no additional cost to Successor Agency. Deliverables are identified in the Scope -of -Work, Attachment "A". All documents produced by Consultant shall be furnished to Successor Agency in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by Successor Agency. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. PAGE 6 OF 8 COU No.1920-121 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub -contract its interest or obligation under all or any portion of this Agreement without Successor Agency 's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) Successor Agency has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. Successor Agency shall pay the Consultant only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to Successor Agency all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off -set for any direct or consequential damages Successor Agency may incur as a result of Consultant's breach of contract. 7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: SUCCESOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 PAGE 7 OF 8 NHA ADVISORS ERIC SCRIVEN, PRINCIPAL 4040 CIVIC CENTER DR., SUITE 200 SAN RAFAEL, CALIFORNIA 94903 COU No.1920-121 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: //.//‘/ PRINT NAME: C'&(4.- /4« /63.30_3 8 IRS IDN Number Date SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH � r BY: ./1 MAU EEN MULHEREN Date CHAIRPERSON ATTEST MAAAAL k-44464.1 SECRETARY `7 Date ATTACHMENT A - Contract #1920-121 NHA I ADVISORS 4040 Civic Center Drive, Suite 200 Office: 415.785.2025 San Rafael, CA 94903 www.NHAadvisors.com July 24, 2019 Dan Buffalo Finance Director City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 RE: Successor Agency to the Former Ukiah Redevelopment Agency 2019 Tax Allocation Refunding Bonds — Regulatory Disclosure Letter Dear Dan, 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 Successor Agency to the Former Ukiah Redevelopment Agency (the "Agency") 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 Agency. Term of the Project The Project will commence on July 8, 2019 and end on June 30, 2021 or upon closing of the transaction, unless the term of the Agreement 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 Agency 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 Agency, however, may condition payment of such compensation upon NHA Advisors delivering to the Agency any or all documents, photographs, computer software, video and Financial & Policy Strategies. Delivered. SUCCESSOR AGENCY TO THE FORMER UKIAH REDEVELOPMENT AGENCY 2019 TAX ALLOCATION REFUNDING BONDS REGULATORY DISCLOSURE LETTER JULY 24, 2019 audio tapes, and other materials provided to NHA Advisors or prepared by or for NHA Advisors or the Agency in connection with NHA Advisors' work on the Project. NHA Advisors may terminate upon 45 days' written notice to the Agency 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 Agency and must provide both a Duty of Care and a Duty of Loyalty that entails 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 Agency with informed advice; c) make a reasonable inquiry as to the facts that are relevant to the Agency's determination as to whether to proceed with a course of action or that form the basis for any advice provided to the Agency; 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 Agency; ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by the Agency, any other party involved in the municipal securities transaction or municipal financial product, or investors in the Agency securities; and iii. any information provided to the Agency 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 Agency and act in the Agency'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 Issuer about each material conflict of interest (as applicable). NHA Advisors will not engage in municipal advisory activities with the Agency as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the Agency'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 conflicts of interest 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 potential conflict of NHAIADVISORS Financial & Policy Strategies. Delivered. PAGE 2 SUCCESSOR AGENCY TO THE FORMER UKIAH REDEVELOPMENT AGENCY 2019 TAX ALLOCATION REFUNDING BONDS REGULATORY DISCLOSURE LETTER JULY 24, 2019 interest that arise after this disclosure, NHA Advisors will disclose the detailed information in writing to the Agency in a timely manner. • The fee paid to NHA Advisors increases the cost of investment to the Agency. The increased cost occurs from compensating NHA Advisors for municipal advisory services provided. • NHA Advisors does not act as principal in any of the transaction(s) related to its role/work on the Project. • During the term of the municipal advisory relationship, any agreement between the Agency and NHA Advisors will be promptly amended to reflect any material changes or additions. • NHA Advisors does not have any affiliate that provides any advice, service, or product to or on behalf of the Agency 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 the Agency's municipal advisory business; • NHA Advisors has not received any payments from third parties to enlist NHA Advisors' recommendation to the Agency 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 Agency; • NHA Advisors has a conflict 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 NHA Advisors is providing advice; • NHA Advisors does not have any other engagements or relationships that might impair NHA Advisors ability either to render unbiased and competent advice to or on behalf of the Agency, or to fulfill its fiduciary duty to the Agency, as applicable; and • NHA Advisors does not have any legal or disciplinary event that is material to the Agency's evaluation of the municipal advisory or the integrity of its management or advisory personnel. Pursuant to MSRB 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: • NHA Advisors is currently registered as a Municipal Advisor with the SEC and the MSRB. • Within the MSRB website at www.msrb.org, the Agency 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. 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 Agency 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 NHA 1 ADVISORS Financial & Policy Strategies. Delivered. PAGE 3 SUCCESSOR AGENCY TO THE FORMER UKIAH REDEVELOPMENT AGENCY 2019 TAX ALLOCATION REFUNDING BONDS REGULATORY DISCLOSURE LETTER JULY 24, 2019 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 Agency 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 Agency. In addition, NHA Advisors will inform the Agency of: • the evaluation of the material risks, potential benefits, structure, and other characteristics of the recommendation; • 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 Agency; and • whether NHA Advisors has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve the Agency objectives. If the Agency 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 Agency. 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 Agency for five (5) years. If there are any questions regarding the above, please do not hesitate to contact NHA Advisors. Sincerely, NHA Advisors, LLC City of Ukiah By: ' t By: Eric riven, Principal Dan Buffalo, Finance Director NHAIADVISORS Financial & Policy Strategies. Delivered. PAGE 4 SUCCESSOR AGENCY TO THE FORMER UKIAH REDEVELOPMENT AGENCY 2019 TAX ALLOCATION REFUNDING BONDS REGULATORY DISCLOSURE LETTER JULY 24, 2019 EXHIBIT A SCOPE OF SERVICES TAX ALLOCATION BOND REFINANCING Objective The Agency seeks to determine the feasibility of refinancing its outstanding tax allocation bonds ("Prior Bonds"). Scope of Services NHA Advisors will provide multiple services to the Agency related to refinancing of the Prior Bonds, including the following components: • Baseline Financial Advisor Services (AB 1484) — Receive State Department of Finance Approval Section 34177.5(h) of AB 1484 requires that a successor agency make diligent efforts to ensure that the lowest long-term cost financing is obtained. The financing shall not provide for any bullets or spikes and shall not use variable rates. The successor agency shall make use of an independent financial advisor in developing financing proposals and shall make the work products of the financial advisor available to the California Department of Finance ("DOF") at its request. NHA Advisors will serve as the municipal advisor (financial advisor) of record for the Agency to DOF and provide the following services: • Quantify the direct cash flow benefit to the Agency and other taxing entities from the proposed refinancing. • Identify any potential covenant defaults under existing contractual obligations of the Agency that would be avoided by the proposed refinancing. • Evaluate the tax increment cash flow management plan for the Agency. Determine if the cash flow management plan for the Redevelopment Property Tax Trust Fund ("RPTTF") will work with respect to Recognized Obligation Payment Schedule ("ROPS") procedures of the Agency and determine the timing of debt payments by the Agency to all of its obligors. If potential problems are foreseen, recommend changes to the Agency's RPTTF. • Determine if the tax increment cash flow data provided by the Agency is sufficient to provide adequate continuing disclosure information for investors in the proposed refinancing. If the cash flow data is found to be insufficient, recommend a method to the Agency to provide this information over the long run. • Evaluate the marketing plan to determine if a Notice of Final and Conclusive Determination from DOF is warranted. Make this recommendation based on an assessment of long-term liability of the Agency with respect to investors in the proposed refinancing. NHA I ADVISORS Financial & Policy Strategies. Delivered. PAGE 5 SUCCESSOR AGENCY TO THE FORMER UKIAH REDEVELOPMENT AGENCY 2019 TAX ALLOCATION REFUNDING BONDS REGULATORY DISCLOSURE LETTER JULY 24, 2019 NHA Advisors will provide a bond report to DOF and will be available to meet, discuss, and provide technical assistance with the approval process. The bond report identifies the structure of the proposed refinancing, confirms that legislative requirements for a refunding are met, and provides the required test results (no variable rate bonds, no bullets, no spikes, and estimated savings projections). • Project Management • Provide information and advice on the timing of the financing process and develop timeline (schedule) of tasks. • If requested, work with Agency staff to solicit and select trustee service provider and negotiate preferred terms and pricing. • If requested, recommend options with respect to other consultants, as applicable, that may be required as part of financing process. • Manage financing process, including the assignment of tasks for all parties involved in the financing. • Quantitative Analysis and Financial Structuring • Prepare, review, analyze, and provide structuring advice for the proposed refinancing. • Quantify the benefit to all taxing agencies to mitigate potential hurdles at the Oversight Board or DOF levels as the proposed refinancing moves forward. • Evaluate the method of sale (private placement or public offering), bond structure, legal approaches, and financial advantages for each alternative, including the financing terms and call provisions as well as potential senior/subordinate benefits and parity provisions, if appropriate and applicable. • Analyze credit enhancement options (bond insurance and reserve surety bond policies). • Meet with or have conference calls with credit enhancement/insurance companies to discuss the transaction, as appropriate. • Project Implementation • Coordinate the efforts of bond counsel, disclosure counsel, and/or any other legal counsel to prepare the financing documents for approval by the Agency Board. • Provide advice on the financing structure for incorporation into financing documents. • Upon request, NHA Advisors will make presentations or attend meetings with the Agency Board or stakeholders to answer questions about the financing and process. NHA i ADVISORS Financial & Policy Strategies. Delivered. PAGE 6 SUCCESSOR AGENCY TO THE FORMER UKIAH REDEVELOPMENT AGENCY 2019 TAX ALLOCATION REFUNDING BONDS REGULATORY DISCLOSURE LETTER JULY 24, 2019 • Work with Agency staff to solicit and select financing partner/funding source (e.g. bank, underwriter, etc.), as necessary. • Work with selected financing partner/funding source to determine optimal bond structure, including serial/term bonds, premium/discount bonds, and redemption provisions. • If a public offering method of sale is utilized: o Prepare and coordinate a comprehensive credit presentation to the rating services. This presentation will cover all relevant information regarding the proposed financing and will address the Agency's ability to fund the annual debt service payments through its revenue base. Prepare a similar credit package for bond insurance companies, if applicable. o Based on information provided to NHA Advisors by the Agency, work with disclosure counsel to assemble the official statement for the financing in a manner consistent with existing laws, regulations, and standards of the securities industry. The official statement serves as a marketing instrument and disclosure document for the Agency with respect to the financing. o If completed as a negotiated sale, assist the Agency in the negotiation of underwriting spreads and interest rates for the proposed financing. Monitor the underwriter's sales effort to ensure the lowest financing costs are achieved. o If completed as a competitive sale, work with a nationally recognized firm to market the bonds and establish a bidding platform. • If a private placement method of sale is utilized: o Prepare a credit package (similar to the one outlined in the prior bullet) for potential investor banks. o Work with a placement agent to solicit bids from various banks that invest in municipal debt. o Manage bond pricing and final financing structure (debt service, bond terms). • Work with bond counsel to finalize documents for execution by the Agency and prepare a closing memorandum outlining a detailed flow of funds at the time of closing. • Coordinate the delivery, printing and final approval of legal documents, and the preparation of closing certificates and final official statement. NHA ADVISORS Financial & Policy Strategies. Delivered. PAGE 7 SUCCESSOR AGENCY TO THE FORMER UKIAH REDEVELOPMENT AGENCY 2019 TAX ALLOCATION REFUNDING BONDS REGULATORY DISCLOSURE LETTER JULY 24, 2019 EXHIBIT B COMPENSATION SCHEDULE For work described in the Scope of Services, NHA Advisors will be compensated at the time of closing. Compensation will be contingent on completion of the financing and is expected to be paid from proceeds of the transaction (no budget impact). The fee for these services is based on a number of factors, including the financing structure, complexity, series of bonds, funding source, and actual time expected to be spent managing the funding process. For a private placement with a private party or bank (requiring no public offering disclosure document or credit rating), NHA Advisors will be entitled to a fee for services not to exceed $62,500. For a negotiated public offering with a pre -selected underwriter, NHA Advisors will be entitled to a fee for services not to exceed $72,500. Expenses (Out -of -Pocket) All expenses will be billed directly at cost to the Agency. Expenses will be limited to those necessary for completion of the project. NHA IADVIS0RS Financial & Policy Strategies. Delivered. PAGE 8