SUPPLEMENTAL REPORTS & COMMUNICATIONS
Office of the City Clerk
City Council of the City of Napa
Regular Meeting
July 15th, 2025
FOR THE CITY COUNCIL OF THE CITY OF NAPA
SUBMITTED PRIOR TO THE CITY COUNCIL MEETING
AFTERNOON SESSION
4. GENERAL PUBLIC COMMENT
• Document received from John Bristol on June 20, 2025.
5. CONSENT CALENDAR
5.B. Mixed Use Designations
• Email received from Linder Kinder on July 14, 2025.
• Email received from Dianne Fetzer on July 14, 2025.
• Email received from David Dunlap on July 14, 2025.
• Email received from Ron Bushby on July 15, 2025.
5.C. First Street Napa Phase II
• Email received from Diana Reilley on July 2, 2025.
• Memo from staff received July 15, 2025.
7. ADMINISTRATIVE REPORTS
7.A. Overview of the Municipal Bond Financing Process
• Presentation from consultants received July 15, 2025.
From: Beth Painter
To: Clerk
Subject: Fwd: Please Delay Vote on Ordinance O2025–__ Until the Public Has Full Information Date: Monday, July 14, 2025 1:05:59 PM
Begin forwarded message:
From: Dianne Fetzer <[email protected]>
Subject: Please Delay Vote on Ordinance O2025–__ Until the Public Has Full Information
Date: July 14, 2025 at 8:49:08 AM PDT
To: • Mayor Scott Sedgley: <[email protected]>, "Vice Mayor Mary Luros:" <[email protected]>, "Councilmember Liz Alessio:" <[email protected]>, "Councilmember Bernie Narvaez:" <[email protected]>, "Councilmember Beth Painter:" <[email protected]>
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Learn why this is important
[EXTERNAL]
Dear Mayor and Councilmembers,
I am writing to strongly urge you to delay any vote on Ordinance O2025–__ scheduled for July 15.
This ordinance would rezone large areas of our city, but the supporting documents—including the parcel-level zoning map (Exhibit A) and zoning equivalency table (Exhibit B)—have still not been disclosed to the public.
Without these, we have no way to know how our neighborhoods will be affected.
Please respect your constituents and the principles of transparent governance by:
Releasing all exhibits and zoning maps immediately
Allowing adequate and reasonable time for residents to review and comment Postponing any vote until this information Is made public and widely accessible.
Thank you for upholding accountability and public trust.
Respectfully,
Dianne M. Fetzer
49 St. Francis Circle, Napa
PRIVILEGE & CONFIDENTIAL COMMUNICATION
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TAX ADVICE DISCLOSURE:
To ensure compliance with requirements imposed by the IRS in Circular 230, we inform you that, unless we expressly state otherwise in this communication (including any attachments), any tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or other matter addressed herein.
Dianne M. Fetzer, C.F.L.S.*
Law Offices of Dianne M. Fetzer
455 University Avenue, Suite 201
Sacramento, CA 95825
Telephone: (916) 565-1200
Facsimile: (916) 565-1251
[email protected]
*CA State Bar Board of Legal Specialization
From:
To:
Beth Painter
Clerk
Subject: Fwd: Please delay vote on Ordinance 02025 - Until the Public has full information Monday, July 14, 2025 1:00:12 PM Date:
Begin fo1warded message:
From: Linda Kinder
Subject: Please delay vote on Ordinance 02025 - Until the Public has full information
Date: July 14, 2025 at 12:07:59 PM PDT
To: "[email protected]" <[email protected]>, "[email protected]" <[email protected]>,
"[email protected]" <[email protected]>,
"[email protected]" <[email protected]>,
"[email protected] " <b ainter cit ofna a.org>
Reply-To: Linda Kinder
� . You _don't often get email_from ----------------------------- I eaco_ why_tbis_is important ________________________ , l [EXTERNAL] ______________________________________________________________________________________________________________ __! Subject: Please Delay Vote on Ordinance 02025-_ Until the Public Has Full Information
Dear Mayor and Councilmembers,
I am writing to strongly urge you to delay any vote on Ordinance 02025-_ scheduled for July 15.
This ordinance would rezone large areas of our city, but the supporting documents -including the parcel-level zoning map (Exhibit A) and zoning equivalency table (Exhibit B}--have still not been disclosed to the public. Without these, we have no way to know how our neighborhoods will be affected.
Please respect your constituents and the principles of transparent governance by:
• Releasing all exhibits and zoning maps immediately
• Allowing adequate and reasonable time for residents to review and comment
• Postponing any vote until this information Is made public and widely accessible.
Thank you for upholding accountability and public trust.
Respectfully,
Daniel & Linda Kinder
Daniel & Linda Kinder
City Hall: 955 School Street, Napa CA 94559 Mailing Address: P.O. Box 660, Napa CA 94559 (707) 257-9500 www.cityofnapa.org For TTY/Speech-to-Speech users, dial 7-1-1 for the California Relay Service, offering free text-to-speech, speech-to-speech, and Spanish-language services 24 hours a day, 7 days a week.
You may also contact the City Clerk at [email protected] for more information
MEMO
To: Napa City Council
From: Molly Rattigan, Interim Community Development Director and Tiffany Carranza, City Clerk
Date: July 15, 2025
RE: Edits to record of July 15, 2025 City Council Meeting pertaining to the First Street Napa Phase II Project in order to ensure consistency with motions made at the June 24, 2025 meeting.
Staff was alerted by a member of the public expressing concern that certain documents did not accurately reflect the Council’s motions made during the June 24, 2025 special meeting regarding the First Street Napa Phase II Project. Staff is making the following changes to ensure consistency with Council’s motion at the introduction of the Ordinance.
Item 5.A. City Council Meeting Minutes
The recommended action on page 6 of the June 24, 2025 Special City Council meeting minutes (Attachment 2) shall be corrected and amended to read:
…. - Revision of Exhibit I to include bicycle racks and lockers storage for 39 bicycles.
Item 5.C. First Street Napa Phase II
Edit to Attachment 1, Exhibit A - the last sentence on page 75 (Exhibit I of Development Agreement) shall be corrected and amended to read:
Bicycle parking storage shall also be provided for not less than 39 bicycles.
July 15, 2025
Council Presentation
Municipal Bonds and Disclosure Training
7.A
1 Executive Summary
Introduce City’s Finance Team (partial)
Municipal Bonds Overview & Issuance Process
City Outstanding Obligations
Proposed Financing Structure for Future Capital Projects Disclosure Training
Next Steps
Section I: Introductions and Background
3 Municipal Advisor (NHA Advisors)
Municipal Advisor to the City
Craig Hill, Managing Principal
Responsibilities
Develop schedules, coordinate and plan
meetings
Assist and review development of City debt
policies and goals
Review financing documents (i.e.
Resolutions, Indenture, Lease Agreements,
etc.)
Provide input on financing plan (cash, debt)
and proposed facilities to be financed
Draft staff reports and attend City Council
Meetings (as needed)
Develop Financing Team Distribution List
Develop Credit Rating Materials
Recommend method of bond sale strategy
Manage bond financing process &
execution
Good faith estimates
Evaluating pricing
Coordinate closing
4 Bond & Disclosure Counsel (Jones Hall)
Bond & Disclosure Counsel to the City
Chris Lynch, Esq. Shareholder
Responsibilities
Consult and meet with all team members
involved in financings (City staff,
consultants, etc.)
Draft and prepare all legal proceedings and
agreements for relevant financing
Draft Preliminary and Final Official
Statement
Prepare final closing certificates to be
delivered in connection with the issuance
of the bonds
Deliver final legal opinion on the validity of
the bonds and the tax-exempt status of
interest thereon
Prepare and distribute the transcript of
proceedings for the issuance of the bonds
5 Bond Underwriter (Ramirez & Co.)
Underwriter to the City
Eric McKean, Managing Director
Responsibilities
Prepare investor materials, such as Investor
Presentation
Market the bonds through salesforce and
host calls with investors
Price the bonds to achieve the City’s goals
Underwrite any unsold bonds
Ensure successful closing of the bonds in
coordination with team members
Active engagement with team members
concerning any live bond financing
Review and comment on financing
documents
Provide advice on timing, terms, structure
and disclosure to best position the bonds
with investors
Run bond sizing models
Assist with rating agency materials
6 Introduction to Municipal Bonds
What are municipal bonds? Debt
obligations issued by local governments
Who issues municipal bonds? Cities,
counties, special districts and joint powers
authorities
Why are municipal bonds issued? To fund
public infrastructure and capital improvement projects and refinance existing debt
• Often used as an alternative or to supplement cash funding projects or grants
What are some unique features of municipal bonds?
• Municipal bond interest is generally tax-exempt providing investors a reason to accept lower interest rates
• Municipal bonds outstanding - $4.2 trillion issued by ~50,000+ issuers1
1. SIFMA, as of 09/30/2024
7 Projects Financed with Municipal Bonds
A wide variety of public projects are financed with municipal bonds Civic Facilities Water/Sewer Public Power Recreation
Roads Schools Housing Ports/Airports
8 Who Buys Municipal Bonds and Why?
Investor types generally include
“Retail” and “Institutional”
• Retail: High net worth individuals,
SMAs (separately managed
accounts)
• Institutional: Mutual funds,
Investment Advisors, Commercial
Banks, Insurance Companies,
Municipalities (taxable municipal
bonds)
Attracted to municipal bonds for:
• Tax-free, predictable income
• Wealth preservation (high credit
quality)
• Diversification with a wide variety of
choices
• Liquidity
Individuals
45%Mutual
Funds
28%
Banking
Institutions
12%
Insurance
Companies
10% Other
5%
Q4 2024 US Municipal Bond Holders
Dated Par Amount Final Call Ratings Tax
Issue Date Original Outstanding Maturity Coupon Feature (M/S/F) Status Water System
Ref. Water Revenue Bonds, Series 2016 2/4/16 $43,505,000 $25,455,000 05/01/35 3.00% 5/1/25 @ 100% -/AA/- Tax Exempt Solid Waste Enterprise System
Solid Waste Revenue Bonds, Series 2016 10/20/16 $12,500,000 $8,535,000 08/01/36 3.40% 8/1/26 @ 100% -/AA/- Taxable Land-Secured Bonds
CFD No. 2017-1 Special Tax Bonds, Series 2017 12/6/17 $19,950,000 $17,310,000 09/01/47 4.00% 9/1/24 @ 103% -/-/- Tax Exempt Grand Total $51,300,000
9 Overview of City’s Outstanding Debt
The City has three bond series outstanding totaling $51.3 million • The Water System and Solid Waste Enterprise System issued bonds in 2016 • The City formed CFD No. 2017-1 (Gasser Soscol Gateway), which issued bonds in 2017
• The City has also formed the Napa Enhanced Infrastructure Financing District, which has the ability to issue bonds through the Public Financing Authority for certain facilities
To date, the City’s General Fund has not issued bonds Outstanding Bonds for the City of Napa
Section II: Bond Issuance Process
Pricing and Closing
(Phase 3)
Market bonds to investors
Evaluate the use of
insurance
Set interest rates
Finalize all documents
Deliver funds at closing
11 Bond Financing Process
Timing depends on complexity and certainty of financing plan • Simple, straightforward financing can be completed in 3 months • Most financings are completed within 4 to 6 months
• Inaugural issuers may need more time for analysis and education • Some financings can even take years!
Post-closing obligations
• Debt payment, continuing disclosure, tax compliance, additional covenants Financing Plan
(Phase 1)
Engage financing team
Clarify project list
Analyze financing options
Preparing Bond Sale
(Phase 2)
Draft legal documents and
investor disclosure
Review prior continuing
disclosure certificate
Seek credit rating
Secure Council/Board
financing approvals
12 Key Players
Underwriter
Structures financing
Assists w/ rating presentation
Markets and sells the bonds
to investors
Makes secondary market
Bond Counsel
Prepares legal
documents
Assures financing
conforms to statutes
Provides tax opinion
Municipal Advisors
Assists in organizing
financing process
Fiduciary duty to Issuer
Provides advice on many
aspects of financing
Other Consultants
Specialized consultants
(i.e. Special Tax
Consultant for CFDs)
Rating Agency
Assesses bond risks at
issuance and through
ongoing surveillance
Bond Insurer
Assumes bond payment
risk in exchange for
insurance premium
Lowers financing cost
May offer surety reserve
Trustee or Fiscal Agent
Holds funds, tracks
payments
Involved with defaults
Disclosure Counsel
Drafts the Official
Statement to investors
Provides disclosure advice
Issuer
Underwriter’s Counsel
Represents underwriter
There are three “method of sales”
• Competitive
• Negotiated
• Private Placement
Approach is selected based on financial, market, transaction- specific and issuer-related conditions
13 Method of Sale
2024 National Volume by Sale Type ($M)
2024 California Volume by Sale Type ($M)
Competitive
9%
Negotiated
90%
Private
Placement
1%
Competitive
20%
Negotiated
76%
Private
Placement
4%
Source: LSEG, as of 02/21/2025
• City Council and JPA resolutions
• Follow City Council public hearing
• Authorize bonds, formally appoint financing team participants , approve documents • Set terms and parameters under which bonds can be issued • Typically accompanied by Staff Report, which explains the plan of finance Indenture, Site Lease, Lease Agreement
• Lease Revenue Bonds payable from City lease payments
• Lease payments made from general fund
• Indenture outlines the terms of the bonds, including principal amount, interest rates, redemption options and maturity dates, debt service reserve fund (if any) Continuing Disclosure Agreement
• Obligation to provide to investors (a) annual information, incl. financial and operating data and (b) significant events (rating change, defaults) Bond Purchase Agreement
• Legally binding contract between the issuer and the underwriter outlining the terms of the bond sale
• Sets the “purchase price,” interest rates, maturities, and redemption provisions for the bonds being issued
Official Statement
• Discussed more in Section IV
14 Key Documents (Lease Revenue Bonds)
15 Credit Rating Agencies
Decreasing
Credit Quality,
Increasing
Yields
Long-Term Credit Rating Scales Description Grade
Aaa AAA AAA Highest Quality
Investment
Aa
1 AA
+
AA
+
High Quality 2
3 - -
A
1 A
+
A
+
Good Quality 2
3 - -
Baa
1 BBB
+
BBB
+
Satisfactory Quality 2
3 - -
Ba, B BB, B BB, B Speculative
Non-
investment
or
“Junk”
Caa, C CCC, CC, C CCC, CC, C Highly Speculative
C D D Default
There are three primary rating agencies – Moody’s, S&P and Fitch1 • Each have their own criteria and rating scales
1. Kroll is a fourth active rating agency in the municipal bond market, but is not as frequently utilized still by issuers.
16 Marketing Process
3 5 7 9
Marketing and pricing timeline varies by issuer and transaction More frequent issuer may require less marketing time as investors are comfortable with their credit history
Infrequent issuers may require more marketing time to get potential investors acquainted with the credit and nuanced transaction details
Conventional timeline below
Calendar Day
(-30)
Day
(-20)
Day
(-14)
Day
(-13) to (-1)
Pricing
Begin Weekly
Market Update Calls
Pre-Marketing /
Retail Order Period
Identify Investor
Targets
Post POS /
Investor
Presentation
Investor
calls/meetings
1 2
Day
(-1)
Day
0 3 4 6
4 5
17 Marketing Can Vary for Each Transaction
Robust Disclosure in OS Virtual Tour (Drone Video)Investor Presentation Credit Sales Memo and Investor Reads
Effective marketing may require a two week period after posting POS Underwriter needs to attain “credit approval” and preliminary “price views” from investors
Section III: Lease Revenue Bonds
19 Common Financing Options for Cities
1 General
Obligation
Enterprise
Revenue
Lease
Revenue
Tax
Increment
Special Tax /
Assessment
Secured by
unlimited ad
valorem property
tax
Net enterprise
revenue pledge
Rate covenant to
charge sufficient
rates
General fund
appropriations
for lease
payments
Requires a
leased asset
Subject to
abatement
Incremental
property tax
revenues above
a “base year”
within a defined
project area
Special tax or
assessment
levied on
property tax bill
Backed by land
value through
foreclosure
2/3rds vote
threshold for
cities
55% for some
school GO bonds
Approved by
legislative body
Approved by
legislative body
No new
Redevelopment
1.0 EIFD
(Redevelopment
2.0)
Property owners
consent or vote
20 Overview of Lease Revenue Bonds
City leases an asset to a nonprofit corporation or JPA as leasing partner JPA/nonprofit then subleases asset back to City; City agrees to make lease payments for use of property
Lease payments are used to pay debt service on Lease Revenue Bonds Lease payments are payable from “legally available funds”
INVESTOR PUBLIC AGENCY
LESSEE LESSOR
TRUSTEE
ProceedsProceeds
Lease Rental
Payments
Lease Rental
Payments
Lease Rental
Payments
Issuance
Post-Issuance Repayment
• Investors perceive Lease
Revenue Bonds as an
obligation of the General
Fund
• Rating agencies view this
debt similarly and start its
rating process with an
issuer’s GO rating and
then “notch down” for the
appropriation risk
21 Why Use Lease Revenue Bonds?
Lease Revenue Bonds are not subject to the California Constitutional Debt Limit • No 2/3rd voter approval
• Still requires approval from legislative body so projects financed typically have broad community support (i.e. Recreational Facilities)
The exception to the Debt Limit is commonly referred to as “Offner-Dean” Lease Exception – referencing the leading cases
Does not qualify as “debt” because:
• Lease payments are only required for “beneficial use and occupancy” of the leased facilities in that year
• Payments can be abated with loss of use and occupancy • No acceleration of future rent in the case of a payment failure • Rent cannot exceed “fair rental value” of leased assets 22 JPA Formation
Joint Powers Authorities (JPAs) can exercise-
• common powers of members
• independent statutory authority
Formed by two or more public agencies
• Joint exercise of powers agreement approved by resolution of each public agency Typically formed to provide financing assistance to members “Other” public agencies may include housing authority, industrial development authority
City Council members can sit as legislative body of JPA City staff can provide services to JPA
Section IV: Disclosure Training
24 Federal Securities Laws
Securities Act of 1933
Securities Exchange Act of 1934
• SEC Rule 10b-5
• SEC Rule 15c2-12
25 Initial Disclosure: Official Statement
Authorized by Governing Board
The Official Statement or “OS” is
the offering document for
municipal bonds
• Primary document that is used to
sell municipal bonds to investors
The POS includes all relevant
and material information on the
bonds so investors can make an
informed investment decision
• Cannot omit material facts
Lawyers will call this a disclosure
document while underwriters
call this a marketing document
• Both are correct
26 Continuing Disclosure
Annual Reporting
• Financial and Operating Data of the type included in the OS • Audited (or unaudited) Financial Statements
• Significant Events
27 SEC Guidance – Orange County
County was relying on risky investment strategies to balance its budget, and failed to disclose the risky nature of its investments
County filed for bankruptcy protection in 1994; SEC brought enforcement action in 1996 (there were no bond defaults)
Board of Supervisors failed to take “steps appropriate under the circumstances” to assure that the County's financial situation was being adequately disclosed to potential investors
• “Public official may not authorize disclosure while recklessly disregarding facts that indicate that there is a risk that the disclosure may be misleading” Takeaway: Public officials must exercise reasonable oversight 28 SEC Guidance - San Diego
“Lessons Learned from San Diego,” Linda Chatman Thomsen, Director, SEC Division of Enforcement (2007)
“What should the municipal securities markets take away from these actions? I can tell you that the Enforcement Division believes there are five critical lessons that municipalities should learn from our recent actions” • Adopt written disclosure policies and procedures
• Provide appropriate training to city officials and employees • Focus on the big picture issues facing the city
• Disclose the bad with the good
• Hire competent professionals
29 Potential Liability of Elected Officials and Staff
Orange County
San Diego
Westlands Water District
Section V: Next Steps
31 Next Steps
August 5th Council Meeting
• Adopt resolution approving a Joint Powers Agreement to establish a Joint Powers Authority
• Adopt Reimbursement Resolution
• Adopt updated Debt Policy
Staff and Financing Team begin drafting legal documents and disclosure Return to Council at future meeting for approval of any financing and related documents
Disclosure
Ramirez & Co., Inc. (“Ramirez”) has prepared this material and any accompanying information exclusively for the client to whom it is directly addressed and delivered. This presentation is not complete and should only be viewed in conjunction with any oral briefing provided and any related subsequent material and/or presentation.
This presentation is for discussion purposes only. The information provided is based on information, market conditions, laws, opinions, and forecasts, all of which are subject to change. Ramirez is not obligated to update material to reflect subsequent changes. In preparing this presentation, information contained herein has been obtained from sources considered reliable, but Ramirez has not verified this information and does not represent that this material is accurate, current, or complete and it should not be relied upon as such. This presentation does not constitute a commitment by Ramirez to underwrite, subscribe for or place any securities or to extend or arrange credit or to provide any other services.
Ramirez is providing the information contained in this document in anticipation of serving as an underwriter to you. As part of our services as underwriter, Ramirez may provide advice concerning the structure, timing, terms and other similar matters for proposed financings and such advice would be provided by Ramirez in the context of serving as an underwriter and not as your financial advisor. The primary role of Ramirez, as an underwriter, is to purchase securities for resale to investors in an arm's-length commercial transaction between you and Ramirez, and Ramirez has financial and other interests that differ from yours. Ramirez is not acting as a municipal advisor, financial advisor or fiduciary to you. The information provided is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934. You should consult with your own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate.
An additional responsibility of an underwriter is to deal fairly at all times with both municipal issuers and investors. Ramirez has a duty to purchase securities from issuers at a fair and reasonable price, but must balance that duty with the duty to sell municipal securities to investors at prices that are fair and reasonable. Ramirez will review the official statement for the issuer’s securities in accordance with, and as part of its responsibilities to investors under, federal securities laws, as applied to facts and circumstances of a transaction.
The underwriters will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the transaction. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the proposed transaction. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriters may have an incentive to recommend to the issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary.
This material is not research and does not constitute tax or legal advice. Unless otherwise stated, any views or opinions expressed herein are solely the opinions of the author but not necessarily those of Ramirez and such opinions are subject to change without notice. The material contained herein is not a product of a research department and is not a research report. In accordance with IRS Circular Disclosure 230: Ramirez does not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein is not intended or written to be used, and cannot be used, in connection with the promotion, marketing, or recommendation by anyone not affiliated with Ramirez of any of the matters addressed herein or for the purpose of avoiding US tax related penalties. Additionally, Ramirez does not provide legal advice. Questions concerning tax or legal implications of materials should be discussed with your tax advisors and/or legal counsel. 32 Disclosure
Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, amongst other things, Conflicts of Interest and any Legal or Disciplinary events of NHA Advisors, LLC (“NHA Advisors”) and its associated persons.
Conflicts of Interest
Compensation - In connection with the issuance of municipal securities, NHA Advisors may receive compensation from the City or Obligated Person 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.
It should be noted that other forms of compensation (i.e., hourly or fixed fee based) may also present a potential conflict of interest regarding NHA Advisors’ ability to provide advice regarding a municipal security transaction. These other potential conflicts of interest will not impair NHA Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City.
Other Municipal Advisor Relationships - 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 [Client].
Furthermore, from time to time, NHA Advisors may perform non-municipal advisor work for entities that also could be a municipal advisor client or could become a municipal advisor client. If NHA Advisors becomes aware of any additional potential or actual conflict of interest after this disclosure, NHA Advisors will disclose the detailed information in writing to the City or Obligated Person in a timely manner.
Legal or Disciplinary Events
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 U. S. Securities and Exchange Commission (“SEC”).
Municipal Securities Rulemaking Board Rule G-10 Disclosure -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: (1) NHA Advisors is currently registered as a Municipal Advisor with the SEC and MSRB and (2) Within the MSRB website at www.msrb.org, the 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.
33