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REQUEST FOR PROPOSALS FOR PENSION FUNDING STRATEGY FOR EMPLOYEE RETIREMENT <br /> <br /> <br /> <br />Fiduciary Duty <br />NHA Advisors, LLC (“NHA”) is registered as a Municipal Advisor with the U. S. Securities and Exchange <br />Commission (“SEC”) and Municipal Securities Rulemaking Board (“MSRB”). As such, NHA has a fiduciary <br />duty to the City and must provide both a Duty of Care and a Duty of Loyalty that entails the following. <br />Duty of Care: <br />a) exercise due care in performing its municipal advisory activities <br />b) possess the degree of knowledge and expertise needed to provide the City with informed advice <br />c) make a reasonable inquiry as to the facts that are relevant to the City’s determination as to <br />whether to proceed with a course of action or that form the basis for any advice provided to the <br />City; and <br />d) undertake a reasonable investigation to determine that NHA is not forming any recommendation <br />on materially inaccurate or incomplete information; NHA must have a reasonable basis for: <br />i. any advice provided to or on behalf of the City; <br />ii. any representations made in a certificate that it signs that will be reasonably foreseeably <br />relied upon by the City, any other party involved in the municipal securities transaction <br />or municipal financial product, or investors in the City securities; and <br />iii. any information provided to the City or other parties involved in the municipal securities <br />transaction in connection with the preparation of an official statement. <br />Duty of Loyalty: <br />NHA must deal honestly and with the utmost good faith with the City and act in the City’s best interests <br />without regard to the financial or other interests of NHA. NHA will eliminate or provide full and fair <br />disclosure (included herein) to the City about each material conflict of interest (as applicable). NHA will <br />not engage in municipal advisory activities with the City as a municipal entity, if it cannot manage or <br />mitigate its conflicts in a manner that will permit it to act in the City’s best interest. <br />Conflicts of Interest and Other Matters Requiring Disclosures <br />As of the commencement date of the Project, there are no actual or potential material conflicts of interest, <br />other than those potential conflicts noted below, that NHA is aware of that might impair its ability to <br />render unbiased and competent advice or to fulfill its fiduciary duty. If NHA becomes aware of any <br />material potential conflict of interest that arises after this disclosure, NHA will disclose the detailed <br />information in writing to the City in a timely manner. <br />Pursuant to MSRB Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are <br />required to make certain written disclosures to clients which include, amongst other things, Conflicts of <br />Interest and any Legal or Disciplinary events of NHA and its associated persons. <br />The following are potential conflicts of interest to be considered. <br />• NHA represents that in connection with the issuance of municipal securities, NHA may receive <br />compensation from the City for services rendered, which compensation is contingent upon the <br />successful closing of a transaction and/or is based on the size of a transaction. Consistent with the <br />requirements of MSRB Rule G-42, NHA hereby discloses that such contingent and/or transactional <br />Docusign Envelope ID: BB80A86F-2853-4F40-B02D-18F5B9DD615F