HomeMy WebLinkAbout2023 CON NHA Advisors, LLC - Financial Analysis ServicesSHORT FORM SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
NHA ADVISORS, LLC
THIS AGREEMENT is entered into this 1 h day of March, 2023, by and between the
CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and NHA ADVISORS,
LLC, a California limited liability company (the "CONSULTANT").
NOW, THEREFORE, RE, CITY agrees to engage CONSULTANT to perform the services set
forth herein in accordance with the following terms and conditions:
Description of Services. CONSULTANT shall provide as needed on -call financial
analysis services as directed by the City's Administrative Services Director or City Manager.
2. Length of A recmen .
The duration of this Agreement is from March 15, 2023 through June 30, 2024.
3. Compensation. The total compensation to CONSULTANT for providing the
services set forth herein shall not exceed an annual total cost of $10,000. The compensation for
CONSULTANT'S work shall be based upon and not exceed the rates given in Exhibit "A" (the
labor rates) without prior written authorization from CITY.
4. a m ent_Sche ule. CITY will make payment within thirty (30) days of receiving
and approving a billing statement for the satisfactorily completed services of CONSULTANT.
5. Termination. CITY may terminate this Agreement at any time by providing one
(1) day's written notice to CONSULTANT.
6. Independent CONSULTANT. It is agreed that CONSULTANT T is an
independent CONSULTANT, SULTAI T, and all persons working for or under the direction of
CONSULTANT are CONSULTANT'S agents, servants and employees, and said persons shall not
be deemed agents, servants, or employees of CITY.
'. Insurance. CONSULTANT shall obtain:
A. El If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
B. Automobile insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and
volunteers as additional insureds, and a separate additional insured endorsement shall be provided,
C. Commercial General Liability Insurance, with minimum limits of either
$2,000,000per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and
$2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property
damage arising out of its operations, work, or performance under this Agreement. The policy shall
name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a
separate additional insured endorsement shall be provided. The general aggregate limit must apply
solely to this "project" or "location", The "project" or "location" should be noted with specificity
on an endorsement that shall be incorporated into the policy.
D. Workers' compensation insurance in an amount sufficient to meet statutory
requirements covering all of CONSULTANT'S employees and employers' liability insurance with
limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver
of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement
of work under this Agreement.
If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CITY,
E. The aforesaid policies shall constitute primary insurance as to the CITY, its
officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute
to any loss under said insurance. Said policies shall provide for thirty days prior written notice
to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material
change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as
additional insureds, and separate additional insured endorsements shall be provided.
�. The Certificate Holder for all policies of insurance required by this Section
shall be:
City of National City
co Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
H. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
I. Insurance shall be written with only insurers authorized to conduct business
in California which hold a current policy holder's alphabetic and financial size category rating of
not less than :VII according to the current est's Key Rating Guide, or a company of equal
financial stability that is approved by the City' s Risk Manager. In the event coverage is provided
by non -admitted `surplus lines" carriers, they must be included on the most recent List of
Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements.
J. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with, and approved by the
CITY' s Risk Manager. If the CONSULTANT T does not keep all insurance policies required by this
Section 7 in full force and effect at all times during the term of this Agreement, the CITY may
treat the failure to maintain the requisite insurance as a breach of this, Agreement and terminate the
Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY. CITY reserves the right to modify the insurance
requirements of this Section 7, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
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Revised February 2023 NI -TA Advisors, LLC
L. If the CONSULTANT maintains broader coverage or higher limits (or both)
than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher
limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the CITY.
8. Indemnification and HoldHold_Harmless. To the maximum extent provided by law,
the CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its
officers, officials, agents, employees, and volunteers against and from any and all liability, loss,
damages to property, injuries to, or death of any person or persons, and all claims, demands, suits,
actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including
workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the
CONSULTANT'S performance or other obligations under this Agreement; provided, however,
that this indemnification and hold harmless shall not include any claims or liability arising from
the established sole negligence or willful misconduct of the CITY, its agents, officers employees,
or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT
shall employ competent counsel, reasonably acceptable to the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term ofthis Agreement.
9. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
1 IFICATION.
9.1 PERS Eligibility Indemnification. If CONSULTANT' s employee(s) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS
of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONSULTANT'S employees providing service under this Agreement shall not:(1)
qualify for ally compensation and benefit under PERS; 2 be entitled to any benefits under PERS;
enroll in PERS as an employee of CITY; receive any employer contributions paid by CITY
for PERS benefits; or be entitled to any other PERS-related benefit that would accrue to a CITY
employee. CONSULTANT' s employees hereby waive any claims to benefits or compensation
described in this Section 9. This Section 9 applies to CONSULTANT notwithstanding any other
agency, state or federal policy, rule, regulation, law or ordinance to the contrary.
9.2 Limitation of CITY Liability. The payment made to CONSULTANT under this
Agreement shall be the full and complete compensation to which CONSULTANT and
CONSULTANT' s officers, employees, agents, and subcontractors are entitled for performance of
any work under this Agreement. Neither CONSULTANT nor CONSULTANT' s officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal
or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONSULTANT.
Standard Short Form Agreement
Page 3 of 10 City of National City and
Revised February 23 NHA Advisors, LLC
9.3 Indemnification for. Em i to ee Pa ments. CONSULTANT agrees to defend and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
including any contribution to PERS, social security, salary or wages, overtime payment, or
workers' compensation payment which the CITY may be required to make on behalf of(1)
CONSULTANT, 2 any employee of CONSULTANT, r any employee of CONSULTANT
construed to be an employee of the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement,
t,
10. Acceptability of Work. The CITY shall, with reasonable diligence, determine the
quality or acceptability of the work, the manner of performance, and/or the compensation payable
to the CONSULTANT.
T.
11. Business License. CONSULTANT must possess or shall obtain business license
from National City Finance Department before beginning work.
12. Prevailing Wages. State prevailing wage rates may apply to work performed under
this Agreement. State prevailing wages rates apply to all public works contracts as set forth in
California Labor Code, including but not limited to, Sections 1720, 1 2 .2, 1 2 . , 1720.4, and
1771. CONSULTANT T is solely responsible to determine if State prevailing wage rates apply and,
if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations.
13. Administrative Provisions.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 .m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the nien of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery ofthis Agreement shall not be deemed to confer any rights upon,
or obligate any of the parties hereto, to any person or entity other than the parties hereto.
Ei Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions contained in this
Agreement, the terms and conditions of this Agreement will control.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Assignment & Assumption of Rights. CONSULTANT LTANT shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CITY.
H. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
Standard Short Form Agreement
Page 4 of 10 City of National City and
Revised February 2023 NHA Advisors, LLC
Z. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The venue for any legal action arising under
this Agreement shall be in either state or federal court in the County of San Diego, State of
California. The CONSULTANT SULTANT shall comply with all laws, including federal, state, and local
laws, whether now in force or subsequently enacted.
J. Audit. If this Agreement exceeds ten -thousand dollars I ,o o , the parties
shall be subject to the examination and audit of the State Auditor for a period ofthree years
after final payment under the Agreement, per Government Code Section 8546.7.
K. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise made
by either party hereto, or by or to an employee, officer, agent, or representative ofany party hereto
shall be of any effect unless it is in writing and executed by the party to be bound thereby.
L. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
M. Subcontractors or Susua. The CITY is engaging the services ofthe
CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any
portion ofthe work, unless such subcontracting was part of the original proposal or is allowed by
the CITY. In the event any portion of the work under this Agreement is subcontracted, the
subcontractor (s) shall be required to comply with and agree to, for the benefit of and in favor of
the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless
provision ofSection 8 of this Agreement.
N. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
any rule or construction to the effect that ambiguities are to be resolved against the drafting party
shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments
hereto.
IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONSULTANT
on the date and year first above written.
Standard Short Form Agreement
Page 5 of 10 City of National City and
Revised February 2023 NHA Advisors, LLC
CITY OF NATIONAL CITY
B
B.
n, City Manager
APPROVED AS TO FORM:
By:
Barry J. Su
City Attorney
CON'ACT INFORMATION
CITY OF NATIONAL CITY
1243 National City Boulevard
National City, CA 1 50-4 7
Phone: 1 336-4265
Contact: Molly Brennan
Title: Administrative Services Director
Dep.: Finance
Email: mbrennannationalcitycaegov
NHA .ADVISORS, LLC
(Corporation —signatures of two corporate officers required)
(Partnership or Sole proprietorship - one signature)
By:
Craig Hill
Managing Principal
NHA ADVISORS, LLC
4040 Civic Center Drive
San Rafael, CA 94903
Phone: 41 -7 - 0 x2001
Fax: 415-506-3401
Contact: Craig Hill
Title: Managing Principal
Email: craig@NHAadvisors.com
HAad fisors.com
Taxpayer X.D. No.: 45 1633038
Standard Short Form Agreement
Page 6 of 10 City of National City and
NI -IA Advisors, LLC
EXHIBIT
LABOR RATE SCHEDULE
Hourly
MIA Advisors Professional Staff Rate
Principal
Director / Senior Vice President
Vice President
Assist. Vice President'Sr. Associate
Associate
Senior Analyst
Analyst
$350
$325
$300
$275
$250
$225
$200
Standard Short Form Agreement Page 7 of 10 City of National Cite and
Revised February 2023 NI IA Advisors, LLC
EXHIBIT
MUNICIPAL ADVISOR DISCLOSURES
Fiduciaryjouty
NHA Advisors, LLC ("CONSULTANT") is registered as a Municipal Advisor with the U. S. Securities
and Exchange Commission ("SEC") and Municipal Securities Rulemaking mal ing Board ("MSRB"). As such,
CONSULTANT 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 f 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 CONSULTANT is not forming any
recommendation on materially inaccurate r incomplete information; CONSULTANT 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 c :
CONSULTANT must deal honestly and with the utmost good faith with the CITY and act in the MIT's
best interests without regard to the financial or other interests of CONSULTANT. CONSULTANT will
eliminate or provide full and fair disclosure (included herein) to the CITY about each material conflict of
interest (as applicable). CONSULTANT 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 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
material potential conflict of interest that arises after this disclosure, CONSULTANT will disclose the
detailed information in writing to the CITY in a timely manner.
The following are potential conflicts of interest to be considered.
• CONSULTANT' fees under this Project are based on hourly fees of CONSULTANT' personnel,
with the aggregate amount equaling the number of hours worked by such personnel times an
agreed -upon hourly billing rate. This form of compensation presents a potential conflict of interest
because it could create an incentive for CONSULTANT to recommend alternatives that would
result in more hours worked. This conflict of interest will not impair CONSULTANT' ability to
render unbiased and competent advice or to fulfill its fiduciary duty to the CITY.
Standard Short Form Agreement Page 8 of 10 City of National City and
Revised February 2023 NHA Advisors, LLC
• The fee paid to CONSULTANT increases the cost of investment to the CITY. The increased cost
occurs from compensating CONSULTANT for municipal advisory services provided.
• CONSULTANT 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 CONSULTANT client. For
example, CONSULTANT 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, CONSULTANT could potentially face a
conflict of interest arising from these competing client interests. CONSULTANT fulfills its
regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good
faith with the CITY.
Gerald Craig Hill, the Managing Principal of NHA Advisors is currently serving as an outside
director for the HdL Companies based in Diamond Bar, CA. HdL Companies is a software and
professional services consulting company providing revenue data and collections information to
local governments, potentially including NHA Advisors' clients. HdL Companies have affiliates
including, but not limited to, HdL Coren & Cone. From time to time, NHA Advisors utilizes the
services of HdL Coren & Cone for its clients. NHA Advisors is mindful of this conflict of interest
and fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the
utmost good faith when this situation arises.
• CON SULTANT 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 CONSULTANT.
• CONSULTANT has not made any payments directly or indirectly to obtain or retain
CONSULTANT' municipal advisory business.
• CONSULTANT has not received any payments from third patties to enlist CONSULTANT'
recommendation to the CITY of its services, any municipal securities transaction, or any municipal
finance product.
• CONSULTANT has not engaged ed in any fee -splitting arrangements involving CONSULTANT and.
any provider of investments or services to the CITY.
• CONSULTANT 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.
▪ CONSULTANT does not act as principal in any of the transaction(s) related to this Project.
G 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 -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:
• CONSULTANT is currently registered as a Municipal Advisor with the SEC and the MSRB.
• Within the MSRB B website at wv.w.msrb.or, , 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 IVISRB Rules along with how to file a complaint with financial regulatory
authorities.
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. The CITY may
Standard Short Form Agreement
Page 9 of 10 City of National City, and
Revised February 2023 MIA Advisors. LLC
electronically access CONSULTANT' most recent Form MA and each most recent Form MA -I filed with
the Commission at the following website:
www.see.goviedgarisearchedgaricompanysearch.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 CONSULTANT 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, CONSULTANT will determine, based on the information obtained
through reasonable diligence of CONSULTANT whether a municipal securities transaction or municipal
financial product is suitable for the CITY. In addition, CONSULTANT will inform the CITY of:
• the evaluation of the material risks, potential benefits, structure, and other characteristics of the
recommendation
• the basis upon which CONSULTANT reasonably believes that the recommended municipal
securities transaction or municipal financial product is, or is not, suitable for the CITY; and
• whether CONSULTANT 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
CONSULTANT, CONSULTANT is not required on that basis to disengage from the CITY.
Record Retention
Effective July 1, 2014, pursuant to the SEC record retention regulations, CONSULTANT is required to
maintain in writing, all communication and created documents between CONSULTANT and the CITY for
five (5) years.
Standard Short Form Agreement Page 10 of 10 City of National City and
Revised February 2023 NHA Advisors, LLC